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 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 Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such 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 an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (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 shares of Common 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 mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first person 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating more than 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 (aSection 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 of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) 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) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof Shares (or equivalent preferred shares stock, 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 Stock Share Unit (or equivalent preferred sharestock) multiplied by such number or fraction is equal for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the current per terms thereof, so that each Preferred Share Unit delivered in lieu of each share market price of Common Stock shall have the same voting rights as one share of Common Stock 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(d11(d)(i) hereof) as of for the Trading Day immediately prior to the date of such exchangeexchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the extent of Rights. In the event the Company shall, after good faith effort, be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)a security with substantially similar rights, privileges, preferences, voting power and economic rights) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock Share (or equivalent preferred shareother such security) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangePreferred Shares or fraction thereof (or other such security). (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 null and void pursuant to the provisions of Section 7(e) or Section 11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Common Shares occurring after the date hereof of this Agreement (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating fifty percent (50% %) or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or Shares authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the extent of Rights. In the event the Company shall, after good faith effort, be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each share of any Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares i) cash, (ii) Equivalent Common Shares (as such term is defined in paragraph (a) of Section 11(b11 hereof), (iii) debt securities of the Company, (iv) other assets or (v) any combination of the foregoing, in each case designed to have a value equal to one Common Share. (d) Following the action of the Board 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 (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) for the purpose of ensuring that the current per share market price Common Shares (determined or such other consideration) issuable upon an exchange pursuant to this Section 24 not be received by holders of Rights that have become null and void pursuant to Section 11(d7(e) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal , and provide reasonably prompt written notice thereof to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchangeRights Agent.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more a majority of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(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 subsection (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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may In any exchange pursuant to this Section 24, the Company, at its option option, may substitute andPreferred Shares or common stock equivalents for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or an appropriate number of common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient shares Common Shares, Preferred Shares or common stock equivalents authorized by the Company's certificate of Common Stock issued but incorporation and not outstanding or authorized but unissued (and unreserved) subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute 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 to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the extent registered holders of the Right Certificates with regard to which such insufficiency, for each share of fractional Common Stock that Shares would otherwise be issuable upon exchange an amount in cash equal to the same fraction of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price value of a whole Common Share. For the purposes of this paragraph (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to e), the current per share market value of a whole Common Share shall be the closing price of one share of a Common Stock Share (as determined pursuant to the second sentence of Section 11(d11(d)(i) hereof) as of for the Trading Day immediately prior to the date of such exchangeexchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first 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-then outstanding and exercisable Rights (which shall not include Rights that have not become effective or that shall have become null and void and nontransferable pursuant to the provisions of Section 11(a)(ii11(a)(iii) hereof) for consideration per Right consisting of one-half of the securities that would be issuable at such time upon the exercise of one Right in accordance with Section 11(a) (the consideration issuable per Right pursuant to this Section 27 being the "Exchange Consideration"). The Board of Directors of the Company may, at its option, issue, in substitution for Preferred Stock, shares of Common Stock at in an exchange ratio amount per whole share of one share Preferred Stock equal to the Formula Number (as defined in the Certificate of Designation) if there are sufficient shares of Common Stock per Rightissued 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, appropriately adjusted 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 reflect any stock split, stock dividend or similar transaction occurring after have simultaneously received and surrendered for exchange Rights Certificates on the date hereof (of such amount per Right being hereinafter referred to as the “Exchange Ratio”)distribution. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Acquiring Person Exempt Person), which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner beneficial owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 27(a) of this Section 24 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 shares of Common Stock 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 exchangeexchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent; 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 mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange.

Exchange. (a) The Board of Directors of the Company may, at its optionoption and in its sole discretion, at any time after any Person first becomes an Acquiring Personthe Flip-In Event, 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Shares after the date hereof (such amount per Right being hereinafter referred to as the “Exchange Ratio”"EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after an Acquiring Person becomes shall have become the Beneficial Owner of shares Common Shares of Common Stock the Company aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 Directors, in its sole discretion 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 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 Stock 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 mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) 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 Shares authorized but unissued (and unreservedor issued but not outstanding) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares Equivalent Preferred Shares, as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock Share (or equivalent preferred shareEquivalent Preferred Share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock Share (determined pursuant to Section 11(d) hereof) as of the date of such exchange.

Exchange. (a) The Board of Directors of the Company may, at its -------- option, at any time after any Person first becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then-outstanding and exercisable Rights (which shall will 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect Any such exchange at any time after an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter will 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 immediately upon the effectiveness of 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 of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. (b) Immediately upon the effectiveness of the exchange of any Rights pursuant to paragraph (a) of this as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly will publicly announce such exchange and, within 10 calendar days thereafter, will give public notice of any such exchangeexchange 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 will not affect ------- the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately preceding the date of such exchangethe 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 first becomes an Acquiring Person, provide that the Company shall 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the extent Rights, and the Company may, in the discretion of the Board of Directors of the Company, and shall, in the event the Company shall be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Shares, substitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) Share multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangePreferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) 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 first becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then-outstanding and exercisable Rights (which shall will 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect Any such exchange at any time after an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter will 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 immediately upon the effectiveness of 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 of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. (b) Immediately upon the effectiveness of the exchange of any Rights pursuant to paragraph (a) of this as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly will publicly announce such exchange and, within 10 calendar days thereafter, will give public notice of any such exchangeexchange 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 will not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately preceding the date of such exchangethe 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 first becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then-outstanding and exercisable Rights (which shall will 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect Any such exchange at any time after an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter will 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 immediately upon the effectiveness of 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 of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. (b) Immediately upon the effectiveness of the exchange of any Rights pursuant to paragraph (a) of this as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly will publicly announce such exchange and, within 10 calendar days thereafter, will give public notice of any such exchangeexchange 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 will not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately preceding the date of such exchangethe 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 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the extent of Rights. In the event the Company shall, after good faith effort, be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)a security with substantially similar rights, privileges, preferences, voting power and economic rights) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock Share (or equivalent preferred shareother such security) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangePreferred Shares or fraction thereof (or other such security). (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then-outstanding and exercisable Rights (which shall will not include Rights that have not become effective or that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect Any such exchange at any time after an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter will 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 immediately upon the effectiveness of 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 of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. (b) Immediately upon the effectiveness of the exchange of any Rights pursuant to paragraph (a) of this as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly 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 exchangeexchange 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 will not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately preceding the date of such exchangethe 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 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)(ii7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring (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 Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after outstanding or (ii) 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 subsection (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 shares of Common 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) The Company may at its option substitute and, in Following the event that there shall not be sufficient shares action of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an the Board of Directors ordering the exchange of any Rights as contemplated in accordance with pursuant to subsection (a) of this Section 24, the Company shall substitute 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 extent of such insufficiencyCompany, for each share 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 would otherwise they are not Acquiring Persons, may be issuable upon exchange deposited in a trust established by the Company pending receipt of a Rightappropriate verification. To the extent that such trust is established, a number 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 Stock or fraction thereof (or equivalent preferred shares Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one ten-thousandth of a share of Preferred Stock (or equivalent preferred shareEquivalent Preferred Stock) multiplied by for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such number or fraction is fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current per market value of a whole share of Common Stock. For the purposes of this subsection (f), the current market value of a whole share of Common Stock shall be the closing price of one a share of Common Stock (as determined pursuant to the second sentence of Section 11(d11(d)(i) hereof) as of for the Trading Day immediately prior to the date of such exchangeexchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in the event that there shall not be sufficient shares required to issue fractions of Common Stock issued but not outstanding Shares or authorized but unissued (and unreserved) to permit an exchange distribute certificates which evidence fractional Common Shares. In lieu of Rights as contemplated in accordance with this Section 24such fractional Common Shares, the Company shall substitute pay to the extent registered holders of the Right Certificates with regard to which such insufficiency, for each share of fractional Common Stock that Shares would otherwise be issuable upon exchange an amount in cash equal to the same fraction of the current market value of a Rightwhole Common Share. For the purposes of this paragraph (c), a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d11(d)(i) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal for the Trading Day immediately prior to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchangeexchange 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 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)(ii7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately approximately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such 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 an Acquiring Person Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock Shares aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in a Section 13(a) hereof13 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 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 Stock 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 mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company Corporation may at its option substitute and, and in the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company Corporation shall substitute to the extent of such insufficiency, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock Share (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock Share (determined pursuant to Section 11(d) hereof) as of the date of such exchange.

Exchange. (a) The Board of Directors of the Company may, at its their option, at any time after any Person first becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then-outstanding and exercisable Rights (which shall will 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “"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 an Acquiring any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of then-outstanding Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishShares. (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 as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly 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 shall promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged 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 shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately preceding the date of such exchangethe 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 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)(ii7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (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 shares of Common 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) The Company may In any exchange pursuant to this Section 24, the Company, at its option option, may substitute andPreferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the shares of Company shall substitute take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the extent registered holders of the Rights Certificates with regard to which such insufficiencyfractional shares of Common Stock would otherwise be issuable, for each an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock that would otherwise shall be issuable upon exchange the closing price of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (as determined pursuant to the second sentence of Section 11(d11(d)(i) hereof) as of for the Trading Day immediately prior to the date of such exchangeexchange 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 first becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which (i) shall not include Rights that have not become effective or 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 Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right exchange ratio being hereinafter referred to as the “Exchange Ratio”"EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after an Acquiring any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in a Section 13(a) hereof13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable exercised 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 electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 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 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 shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may In any exchange pursuant to this Section 24, the Company, at its option option, may substitute and, Common Stock Equivalents (as defined in the event that there shall not be sufficient Section 11(a)(iii)) for shares of Common Stock issued exchangeable for Rights, at the initial rate of one Common Stock Equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of Common Stock Equivalents pursuant to the terms thereof, so that each Common Stock Equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (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 authorized but unissued (and unreserved) reserved for issuance are not sufficient to permit an exchange of Rights as contemplated in accordance with by this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the extent registered holders of Rights Certificates with regard to which such insufficiencyfractional shares of Common Stock would otherwise be issuable, for each an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For purposes of this Section 24(e), the current market value of a whole share of Common Stock that would otherwise shall be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current closing price per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d11(d)(ii) hereof) as of on the Trading Day immediately prior to the date of such exchangeexchange 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 first becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then-outstanding and exercisable Rights (which shall will 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “Exchange RatioEXCHANGE RATIO”). Any such exchange will be effective immediately upon the action of the Directors of the Company ordering the same, unless such action of the Directors of the Company expressly provides that such exchange will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange will be effective in accordance with the provisions of such action of the Directors of the Company). Notwithstanding the foregoing, the Board Directors of Directors shall the Company will not be empowered to effect such exchange at any time after an Acquiring any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of then-outstanding Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishShares. (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 as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly 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 shall promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged 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 shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately preceding the date of such exchangethe 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 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such amount per Right 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 an Acquiring any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the extent of Rights. In the event the Company shall, after good faith effort, be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) Share multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangePreferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Persona Triggering Event, exchange all or part of the then-then outstanding and exercisable Rights (which shall will not include Rights that have not become effective or that have become void pursuant to the provisions of Section 11(a)(iiSECTION 7(E) hereof) for shares of Common Stock at an exchange ratio of Stock, each Right being exchangeable for one share of Common Stock per RightStock, appropriately adjusted to reflect any stock split, stock dividend or similar transaction specified in SECTION 11(A)(I) occurring after the date hereof Record Date (such amount per number of shares of Common Stock issuable in exchange for one Right being hereinafter referred to herein as the “"Exchange Ratio”Shares"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after an Acquiring any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any of its Subsidiaries or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such Plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 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 shares of Common Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock issued but not outstanding outstanding, or authorized but unissued (and unreserved) unissued, to permit an any exchange of Rights as contemplated in accordance with this Section SECTION 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Stock for issuance upon exchange of the Rights or shall take such other action specified in SECTION 11(A)(III) hereof. (d) The Company shall not be required to issue fractions of shares of Common Stock to distribute certificates which evidence fractional Common Stock. In lieu of such fractional shares, the Company shall pay to the extent registered holders of the Right Certificates with regard to which such insufficiencyfractional shares would otherwise be issuable an amount in cash equal to the same fraction of the Current Market Price of a whole share of Common Stock. For the purposes of this SUBSECTION (D), for each the Current Market Value of a whole share of Common Stock that would otherwise shall be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the Trading Day immediately prior to the date of such exchangeexchange 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 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)(ii7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring with respect to the Common Stock after the date hereof (such amount per Right exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding ; provided, however, under the foregoing, circumstances described in the Board of Directors shall not be empowered -------------- proviso to effect such exchange at any time after an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a23(a)(i) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) an Exchange shall thereafter be exercisable effective only in accordance with Section 13 if there are Continuing Directors and may not be exchanged pursuant to this Section 24(a). The exchange shall require the concurrence of the Rights by the Board a majority 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 establishContinuing Directors. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering authorizing the exchange of any the Rights pursuant to paragraph subsection (a) of this Section 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 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 shall promptly mail a notice of any such exchange to all of the Rights Agent and to the holders of the such Rights so exchanged 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 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) The Company may at its option substitute and, in 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 the exchange in full of such Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the extent 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 such insufficiencyCommon Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock other equity securities of the Company or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) such other equity securities multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock 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 Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d) hereof) as of for the date of such exchangeTrading Day immediately prior to the Exchange Date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right exchange ratio being hereinafter referred to as the “Exchange Ratio”"EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after an Acquiring 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 shares of Common Stock aggregating 50% or more a majority of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(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 subsection (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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares Common Shares or common stock equivalents authorized by the Company's certificate of Common Stock issued but incorporation and not outstanding or authorized but unissued (and unreserved) subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute use its best efforts to the extent of take all such insufficiency, action as may be necessary to authorize additional Common Shares or common stock equivalents for each share of Common Stock that would otherwise be issuable issuance upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchangeRights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right 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 an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 as such time, on such basis and with such conditions as the Board of Directors Board, in its sole discretion discretion, may establish. Prior to effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by the Trust Agreement (the “Trust”) all of the Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof), to the extent applicable pursuant to Section 24(c), issuable pursuant to the exchange (and any cash in lieu of fractional shares), and all Persons entitled to receive shares pursuant to the exchange shall be entitled to receive such Preferred Shares or equivalent preferred shares (and any dividends or distributions made thereon after the date on which such shares are deposited in the Trust and any cash in lieu of fractional shares) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. (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 subsection (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 Rights, as such, shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may In any exchange pursuant to this Section 24, the Company, at its option option, may substitute andPreferred Shares (or equivalent preferred shares, 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 (or equivalent preferred share) for each Common Share of the Company, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share of the Company shall have the same voting rights as one Common Share of the Company. (d) In the event that there shall not be sufficient shares of Common Stock Shares or Preferred Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to the extent of such insufficiency, authorize additional Common Shares or Preferred Shares for each share of Common Stock that would otherwise be issuable issuance upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchangeRights.

Exchange. Notwithstanding anything to the contrary herein contained, or in any other Loan Document, any sale or transfer of any or all of the indirect interests in Mezzanine Borrower and Mortgage Borrower owned by Qualified Intermediary to Guarantor or one or more entities (i) controlled directly or indirectly by Guarantor, and (ii) in which Guarantor owns, directly or indirectly, not less than 85% equity, is permitted provided the following conditions have been satisfied (a) The Board of Directors of in the Company may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights event that have not become effective or that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such 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 an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and connection with such conditions as sale or conveyance, Manager will not thereafter continue to manage the Board of Directors in its sole discretion may establish.Property, then the Person who will manage the Property following such sale or conveyance must be an Acceptable Manager; (b) Immediately upon such sale or transfer occurs not later than one hundred eighty (180) days after 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 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 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 mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights.Closing Date; (c) The Company Mezzanine Lender shall have received not less than ten (10) days’ prior written notice of such sale or transfer; (d) after giving effect to such sale or transfer, Mezzanine Borrower will be in compliance with the requirements of this Agreement and the Pledge, and the Mortgage Borrower will be in compliance with the Loan Agreement (Mortgage) and the Security Instrument (as defined under the Loan Agreement (Mortgage)); (e) after giving effect to such sale or transfer, any subsidiary of any of the Co-Mezzanine Borrowers or Co-Mortgage Borrowers, or Prime Lessee or Operating Lessees must be a Single Purpose Entity. (f) Mezzanine Lender shall have received such other documents, instruments, certificates and legal opinions (including, without limitation, Non-Consolidation Opinions) as Mezzanine Lender may at its option substitute and, reasonably require so as to confirm the requirements of Section 8.8 have been satisfied; (g) Mezzanine Borrower agrees to bear and shall reimburse Mezzanine Lender on demand all reasonable out-of-pocket expenses incurred by Mezzanine Lender in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an exchange of Rights as contemplated connection with any transaction described in accordance with this Section 248.8; and (h) Simultaneously with the consummation of the Exchange, the Company Prime Lease shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchangeterminated.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then-outstanding and exercisable Rights (which shall not include Rights that have not become effective or that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “Exchange Ratio”"EXCHANGE 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 an Acquiring any Person (other than the Company, any Related Person or any Exempt Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of then-outstanding Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establishShares. (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 as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly 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 exchangeexchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the legality or validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Stock Shares for Rights will shall be effected and, in the event of any partial exchange, the number of Rights which will shall be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company (whose determination shall be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately preceding the date of such exchangethe 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 first becomes an Acquiring Person, exchange all or part of the then-then outstanding and exercisable Rights (which (i) shall not include Rights that have not become effective or 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 Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right exchange ratio being hereinafter referred to as the “Exchange Ratio”"EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after an Acquiring any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in a Section 13(a) hereof13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable exercised 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 electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 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 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 shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may In any exchange pursuant to this Section 24, the Company, at its option option, may substitute and, Common Stock Equivalents (as defined in the event that there shall not be sufficient Section 11(a)(iii)) for shares of Common Stock issued exchangeable for Rights, at the initial rate of one Common Stock Equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of Common Stock Equivalents pursuant to the terms thereof, so that each Common Stock Equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) If the number of shares of Common Stock which are authorized by the Company's certificate of incorporation but not outstanding or authorized but unissued (and unreserved) reserved for issuance are not sufficient to permit an exchange of Rights as contemplated in accordance with by this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the extent registered holders of Rights Certificates with regard to which such insufficiencyfractional shares of Common Stock would otherwise be issuable, for each an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For purposes of this Section 24(e), the current market value of a whole share of Common Stock that would otherwise shall be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current closing price per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d11(d)(ii) hereof) as of on the Trading Day immediately prior to the date of such exchangeexchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, by action of a majority of the Board of Directors, at any time after any 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 null and void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) for shares of Common Stock at an exchange ratio of Stock, each Right being exchangeable for one share of Common Stock per RightStock, appropriately adjusted to reflect any stock split, stock dividend or similar transaction specified in Section 11(a)(i) occurring after the date hereof (such amount per number of shares of Common Stock issuable in exchange for one Right being hereinafter referred to herein as the “"Exchange Ratio”Shares"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after an Acquiring any Person (other than any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness action of the action a majority of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (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 shares of Common Stock 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, 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) held by each holder of Rights. (c) The Company may In any exchange pursuant to this Section 24, the Company, at its option option, may substitute andshares of Preferred Stock (or shares of Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-ten thousandth of a share of Preferred Stock (or share of Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient shares of Preferred Stock or Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the shares of Company shall substitute take all such action as may be necessary to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of authorize additional shares of Preferred Stock or fraction thereof (Common Stock for issuance upon exchange of the Rights or equivalent preferred shares as shall take such term is defined other action specified in Section 11(b11(a)(iii). (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such that fractional shares of Common Stock, there shall be paid to the current per share market price (determined pursuant registered holders of the Right Certificates with regard to Section 11(d) hereof) which such fractional shares of one share of Preferred Common Stock (or equivalent preferred share) multiplied by such number or fraction is would otherwise be issuable, an amount in cash equal to the same fraction of the current per market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of one a share of Common Stock (as determined pursuant to the second and third sentences of Section 11(d11(d)(i)) hereof) as of for the Trading Day immediately prior to the date of such exchangeexchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, recapitalization or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may In any exchange pursuant to this Section 24, the Company, at its option option, may substitute andPreferred Shares (or equivalent preferred shares, 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 (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the event voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) The 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 not be sufficient shares of Common Stock Shares and/or Preferred Shares issued but not outstanding outstanding, or authorized but unissued (and unreserved) unissued, to permit an the exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 Sec- tion 11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect re- flect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to all of the holders of the such 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 ex- change will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange.ex-

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the extent of Rights. In the event the Company shall, after good faith effort, be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) Share multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangePreferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) 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 first becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event, may exchange all or part of the then-then outstanding and exercisable Rights (which shall will 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 shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 Company's Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 shares of Common Stock 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 shall promptly will mail a notice of any such exchange to all of the holders of the such 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 will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which 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) The Company may at its option substitute and, in the event that If there shall are not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 2425, the Company 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, 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 to the extent of such insufficiencysubstitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) Share multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangePreferred Shares or fraction thereof. (d) The Company will not be required to issue fractions of Common Shares or to distribute certificates that evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company will pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share will be the closing price of a Common Share (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 25.

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 first becomes an Acquiring Person, may 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 subsection (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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may In any exchange pursuant to this Section 24, the Company, at its option option, may substitute andPreferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient shares of Common Stock Shares or Preferred Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an 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 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 issuing Common Shares or Preferred Shares in exchange therefor, or (ii) issue debt or equity securities, or a combination thereof, having a value equal to the Current Value (as hereinafter defined) of the Common Shares or Preferred Shares exchangeable for each such Right, where the value of such securities shall be 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 Current Value in exchange for each Right. The term "Current Value", for the purposes of this Section 24, shall mean the Company shall substitute to the extent product of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price of Common Shares (determined pursuant to Section 11(d) hereof) on the date of one share the occurrence of Preferred Stock the event described above in subparagraph (or equivalent preferred sharea)) multiplied by such 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 fraction is equal (iii) of this Section 24(d), the Board of Directors, upon approval by a 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 Shares or Preferred Shares and/or to decide the appropriate form of distribution to be made pursuant to the current per share market price above provision and to determine the value thereof. In the event of one share of Common Stock (determined pursuant to Section 11(d) hereof) as any such suspension, the Company shall issue a public announcement stating that the exercisability of the date of such exchangeRights has been temporarily suspended.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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)(ii4(b) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such amount per Right 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 an Acquiring 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 Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (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 shares of Common 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which 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) The Company may at its option substitute and, in 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 any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Stock for issuance upon exchange of the extent of Rights. In the event the Company shall, after good faith effort, be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of issuance of such exchangeshares of Preferred Stock or fraction thereof. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of the Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, at any time after any 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 Common Shares of Common Stock the Corporation at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring any Person (other than the Corporation, any Subsidiary of the Corporation, Bagerdjian, any employee benefit plan of the Corporation or any such Subsidiary, any entity holding Common Shares for or pursuant to the terms of any such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock 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 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 subsection (a) of this Section 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 shares of Common Stock 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 mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may In any exchange pursuant to this Section 24, the Corporation, at its option option, may substitute andPreferred Shares (or equivalent preferred shares, 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 (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company Corporation shall substitute take all such action as may be necessary to the extent of such insufficiency, authorize additional Common Shares for each share of Common Stock that would otherwise be issuable issuance upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchangeRights.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, at any time after any 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 Stock Shares at an exchange ratio of one share of 1 Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such amount per Right 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 an Acquiring any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the 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 Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 Corporation ordering the exchange of any Rights pursuant to paragraph (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 shares of Common Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company Corporation shall substitute use commercially reasonable efforts to take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the extent of Rights. In the event the Corporation shall be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Shares, the Corporation shall substitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of 1 Preferred Stock (or equivalent preferred share) Share multiplied by such number or fraction is equal to the current per share market price of one share of 1 Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangePreferred Shares or fraction thereof. (d) The Corporation shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Corporation shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company General Partner may, at its option, at any time after any 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 Stock Units at an exchange ratio of one share Common Unit for each two Common Units for which each Right is then exercisable pursuant to the provisions of Common Stock per RightSection 11(a)(ii), appropriately adjusted to reflect any stock unit split, stock dividend unit distribution or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring any Person (other than any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock Units 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 General Partner may be made effective at such time, time and on such basis and with such conditions as the Board of Directors General Partner in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company General Partner ordering the exchange of any Rights pursuant to paragraph (aSection 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 of such Rights shall be to receive that number of shares of Common Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in the event that If there shall are not be sufficient shares of Common Stock Units issued but not outstanding outstanding, or authorized but unissued (and unreserved) unissued, on the Exchange Date to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company Partnership shall substitute either take all such action as may be necessary to the extent of such insufficiency, authorize additional Common Units for each share of Common Stock that would otherwise be issuable issuance upon exchange of the Rights or alternatively, at the option of 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 (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 number nationally recognized investment banking firm selected by the General Partner, or (iii) deliver any combination of shares cash, property, Common Units and/or other securities having a value equal to the Current Market Value in exchange for each Right. For purposes of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in this Section 11(b)24(c) such that only, the Current Market Value shall mean the product of the current per share unit market price of Common Units (determined pursuant to Section 11(d) hereof) on the date of one share the occurrence of Preferred Stock the event described above in subparagraph (or equivalent preferred sharea)) multiplied by such 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 fraction is equal (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 current per share market price above provision and to determine the value thereof. In the event of any such suspension, the Partnership shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Partnership shall not issue fractions of Common Units or distribute certificates or make Book Entries which evidence fractional Common Units. In lieu of such fractional Common Units, the Partnership shall issue to the registered holders of the Right Certificates with regard to which such fractional Common Units would otherwise be issuable an additional Common Unit, if necessary, determined in 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 then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the General Partner, based upon the advice of one share or more nationally recognized investment banking firms. (f) Immediately upon the action of Common Stock (determined the General Partner ordering the exchange of any Rights pursuant to subsection (e) of this Section 11(d24 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 General Partner in accordance with subsection (e) hereof) as above. The Partnership shall give public notice of any such exchange; provided, however, that the date failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Partnership 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 Units of the 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 will 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 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)(ii7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring Person Exempted Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares Voting Securities of Common Stock aggregating the Company then outstanding representing 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange Voting Power 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 establishCompany. (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 (aSection 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 of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio, provided that the shares of Common Stock so exchanged shall be of the same class or series which the holder of such Rights would have been entitled to receive upon the exercise thereof. The Company shall promptly 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 shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent). Any notice which is mailed in the manner herein provided in Section 26 hereof shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) The Company may at its option substitute and, in In the event that there shall not be sufficient authorized and unissued shares of the applicable class or series of Common Stock and/or authorized and issued but not outstanding shares of the applicable class or authorized but unissued (and unreserved) series of Common Stock held in its treasury sufficient to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional shares of the extent applicable class or series of Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such insufficiencyaction as may be necessary to authorize such additional shares of the applicable class or series of Common Stock, the Company shall substitute, for each share of such class or series of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of the applicable series of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in subject to Section 11(b)14(b) hereof) such that the current Current Market Price per share market price (determined pursuant to Section 11(d) hereof) of one share the applicable series of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current Current Market Price per share market price of one share such class or series of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of issuance of such exchangeshares of such series of Preferred Stock or fraction thereof. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the Current Market Price per share of the applicable class or series of Common Stock as of the Trading Day immediately prior to the record date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The 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 at its option substitute andimplement 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 the 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 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 shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the extent of Rights. In the event the Company shall, after good faith effort, be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares (or a security with substantially similar rights, privileges, voting power and economic rights) or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock Share (or equivalent preferred sharesuch other security) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangePreferred Shares (or such other security) or fraction thereof. (e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such amount per Right 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 an any Acquiring Person Person, together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of shares of Common Stock aggregating representing 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (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 shares of Common 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that If there shall are not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an 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. If the Company, after 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 to Units of Series B Preferred Stock (or Equivalent Preferred Stock) for Common Stock exchangeable for Rights, at the extent initial rate of such insufficiency, one Unit of Series B Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock that would otherwise be issuable upon Stock, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) Upon declaring an exchange of pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Board may direct the Company to enter into a RightTrust 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, a number of shares of Preferred Stock or fraction thereof at the Exchange Effective Time (or equivalent preferred shares as such term is defined in Section 11(bthe Trust Agreement)) such that , the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal Company shall issue to the current per share market price trust created by the Trust Agreement (the “Trust”) all of one share the shares of Common Stock (determined and other securities, if any, distributable pursuant to Section 11(dthe 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)) hereofshall 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)) as from the Trust solely upon compliance with all relevant terms and provisions of the date of such exchangeTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring Person Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (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 shares of Common 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) The Company may at its option substitute and, in 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 any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the extent Rights. (d) The Company shall not be required to issue fractions of such insufficiency, for each a share of Common Stock that or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such shares of fractional Common Stock would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined an amount in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is cash equal to the same fraction of the current per market value of a whole share of Common Stock. For the purposes of this Section 24(d), the current market value of a whole share of Common Stock shall be the closing price of one a share of Common Stock (as determined pursuant to the second sentence of Section 11(d11(d)(i) hereof) as of for the Trading Day immediately prior to the date of such exchangeexchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such 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 an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (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 shares of Common 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 mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, at any time after any 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 null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right exchange ratio being hereinafter referred to as the “Exchange Ratio”"EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Acquiring Person Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares Voting Stock then outstanding, but may effect such exchange as of Common 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 24(a27(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a27(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 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 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) The Company may at its option substitute and, in 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 any exchange of Rights as contemplated in accordance with this Section 2427, the Company Corporation shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction fractions thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is having an aggregate Fair Market Value equal to the current per share market price Fair Market Value of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date any Person becomes an Acquiring Person. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such exchangefractional shares, the Corporation shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right exchange ratio being hereinafter referred to as the “Exchange Ratio”"EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged 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 shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the extent of Rights. In the event the Company shall, after good faith effort, be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) Share multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangePreferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon any exchange of Rights as contemplated in accordance with this Section 24 or upon any exercise of Rights as contemplated in accordance with Section 11(a)(ii) hereof. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24 or the date of exercise pursuant to Section 11(a)(ii) hereof.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 provi- sions of Section 11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of suf- ficient Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of -38- the extent of Rights. In the event the Company shall, after good faith effort, be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) Share multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangePreferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of 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 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)(ii7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 Voting Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common 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 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 subsection (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 shares of Common 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) The Company may at its option substitute and, in 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 any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to the extent of such insufficiency, for each share authorize additional shares of Common Stock that would otherwise be issuable for issuance upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchangeRights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 Class B Common Stock Shares at an exchange ratio of one share of Class B Common Stock Share per Right, Right appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, any entity holding Common Shares for or pursuant to the terms of any such plan or any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more Shares representing a majority of the shares of Common Stock Voting Power 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 subsection (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 shares of Class B Common Stock 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 promptly mail a notice of any such the exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Class B Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) The Company may In any exchange pursuant to this Section 24, the Company, at its option option, may substitute andPreferred Shares or common stock equivalents for Class B Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or an appropriate number of common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Class B Common Share. (d) In the event that there shall not be sufficient shares Class B Common Shares, Preferred Shares or common stock equivalents authorized by the Company's amended and restated certificate of Common Stock issued but incorporation and not outstanding or authorized but unissued (and unreserved) subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute 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 to distribute certificates which evidence fractional Class B Common Shares. In lieu of such fractional Class B Common Shares, the Company shall pay to the extent registered holders of the Right Certificates with regard to which such insufficiency, for each share of fractional Class B Common Stock that Shares would otherwise be issuable upon exchange an amount in cash equal to the same fraction of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price value of a whole Class B Common Share. For the purposes of this paragraph (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to e), the current per share market value of a whole Class B Common Share shall be the closing price of one share of a Class B Common Stock Share (as determined pursuant to the second sentence of Section 11(d11(d)(i) hereof) as of for the Trading Day immediately prior to the date of such exchangeexchange pursuant to this Section 24.

Exchange. (a) The Company, at its option and upon approval by the Board of Directors (but only if at the time of such approval by the Board of Directors there are then in office not less than a majority of directors who are Continuing Directors and such action is approved by a majority of the Company may, at its optionContinuing Directors then in office), at any time after any Person first becomes an Acquiring Person, may issue shares of Common Stock in exchange for 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 shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the issuance of Common Stock in exchange of any for Rights pursuant to paragraph subsection (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 shares of Common 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, however that the failure to give, give or any defect in, in such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange.such

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then-outstanding and exercisable Rights (which shall will 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect Any such exchange at any time after an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter will 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 immediately upon the effectiveness of 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 of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. (b) Immediately upon the effectiveness of the exchange of any Rights pursuant to paragraph (a) of this as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly 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 shall promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged 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 shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately preceding the date of such exchangethe 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 first becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then-outstanding and exercisable Rights (which shall will 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “Exchange Ratio”"EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect Any such exchange at any time after an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter will 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 immediately upon the effectiveness of 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 of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. (b) Immediately upon the effectiveness of the exchange of any Rights pursuant to paragraph (a) of this as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly will publicly announce such exchange and, within 10 calendar days thereafter, will give public notice of any such exchangeexchange 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 will not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately preceding the date of such exchangethe 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 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 Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such 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 an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (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 shares of Common 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 mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights.. 56 54 (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right exchange ratio being hereinafter referred to as the “Exchange Ratio”). Any such exchange will be effective immediately upon the action of the Board ordering it, unless such action of the Board expressly provides that such exchange will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange will be effective in accordance with the provisions of such action of the Board). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after an Acquiring any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any Person holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 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 of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of the Rights, the Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent), and within ten days thereafter, the Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent; provided, however, that the failure to give, or any defect in, such notice shall not affect the legality or validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) The Company may at its option substitute and, in 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 any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute use its reasonable efforts to take action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the extent registered holders of the Rights Certificates with regard to which such insufficiencyfractional shares of Common Stock would otherwise be issuable, for each an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (d), the current market value of a whole share of Common Stock that would otherwise shall be issuable upon exchange the closing price of a Right, a number share of shares of Preferred Common Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of one share of Preferred Stock exchange pursuant to this Section 24. (or equivalent preferred sharee) multiplied Prior to effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such number agreement (the “Trust”) all of the Common Stock or fraction is other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. (f) In any exchange pursuant to this Section 24, the Company, at its option, may substitute for any shares 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, in any event having an aggregate value, as determined by the Board (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one share of Common Stock (determined pursuant to the second sentence of Section 11(d) hereof) as of on the Trading Day immediately preceding the date of the effectiveness of the exchange pursuant to this Section 24. The Common Shares or other securities issued at the direction of the Board connection herewith shall be validly issued, fully paid, and nonassessable shares of Common Stock or of such exchangeother securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued. (g) Prior to effecting an exchange and registering shares of Common Stock (or other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are 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 7(e) and not transferable or exercisable or exchangeable in connection herewith.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, effect a mandatory exchange of newly-issued Common Shares for 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 Stock at an exchange ratio of one share of four Common Stock Shares per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring Person Exempt Person) becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From 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 after 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 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 establishAcquiring Person. (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 (aSection 24(a) of this Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged 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 shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rightseffected. (c) The In lieu of issuing Common Shares in accordance with Section 24(a) hereof, the Company may at its option substitute 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 shall are not be sufficient treasury shares of Common Stock issued but not outstanding or and authorized but unissued (and unreserved) Common Shares to permit an any exchange of the Rights as contemplated in accordance with this Section 2424(a) hereof, the Company shall substitute shall) take all such action as may be necessary to authorize, issue or pay, in effecting the exchange of the Rights, cash, property, Common Shares, other securities or any combination thereof having an aggregate value equal to the extent value of such insufficiencythe Common Shares which otherwise would have been issuable pursuant to Section 24(a) hereof, for each share 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 Stock that would otherwise Shares shall be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof. 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 a period of up to 40 days following the date on which the Exercisability Trigger shall have occurred to the extent that such directors have not determined whether to exercise their rights of election under this Section 24(c). In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of one share Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is fractional Common Shares, the Company shall pay to the registered holders of the Rights with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current per share market price value of one share a whole Common Share. For the purposes of this Section 24(d), the current market value of a whole Common Stock (determined pursuant to Section 11(d) hereof) as Share shall be the Current Per Share Market Price of the Common Shares for the Trading Day immediately after the date of such exchangethe 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 option, at any time after any 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 subsection (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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may In any exchange pursuant to this Section 24, the Company, at its option option, may substitute andPreferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient shares of Common Stock Shares or Preferred Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute 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 to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the extent registered holders of the Right Certificates with regard to which such insufficiency, for each share of fractional Common Stock that Shares would otherwise be issuable upon exchange an amount in cash equal to the same fraction of the current market value of a Rightwhole Common Share. For the purposes of this paragraph (e), a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d11(d)(i) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal for the Trading Day immediately prior to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchangeexchange 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 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 Common Shares of Common Stock the Corporation at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring any Person (other than the Corporation, any Subsidiary of the Corporation, the Ventek Officers, any employee benefit plan of the Corporation or any such Subsidiary, any entity holding Common Shares for or pursuant to the terms of any such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock 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 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 subsection (a) of this Section 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 shares of Common Stock 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 mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may In any exchange pursuant to this Section 24, the Corporation, at its option option, may substitute andPreferred Shares (or equivalent preferred shares, 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 (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company Corporation shall substitute take all such action as may be necessary to the extent of such insufficiency, authorize additional Common Shares for each share of Common Stock that would otherwise be issuable issuance upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchangeRights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then-outstanding and exercisable Rights (which shall will 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect Any such exchange at any time after an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter will 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 immediately upon the effectiveness of 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 of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. (b) Immediately upon the effectiveness of the exchange of any Rights pursuant to paragraph (a) of this as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly will publicly announce such exchange and, within 10 calendar days thereafter, will give public notice of any such exchangeexchange 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 will not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately preceding the date of such exchangethe 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 first becomes the occurrence of an Acquiring PersonAcquisition Event, 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 null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange voting power 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 establishCompany. (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 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 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 promptly mail a notice of any such exchange to all of the holders of the such 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 shall state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) The Company may In any exchange pursuant to this Section 24, the Company, at its option option, may substitute andPreferred Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred 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 (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute 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 Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the extent registered holders of the Right Certificates with regard to which such insufficiencyfractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (e), for each the current market value of a whole share of Common Stock that would otherwise shall be issuable upon exchange the closing price of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (as determined pursuant to the second sentence of Section 11(d11(d)(i) hereof) as of for the Trading Day immediately prior to the date of such exchangeexchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 subsection (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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock Shares or Preferred Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Shares or Preferred Shares for issuance upon exchange of the extent of Rights. In the event the Company shall, after good faith effort, be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) Share multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangePreferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates that evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Personthe earlier of the Share Acquisition Date and the Distribution Date, exchange all or part of the then-outstanding and exercisable Rights (which shall will not include Rights that have not become effective or that have become void pursuant to the provisions of Section 11(a)(ii) hereof11 (a)(ii)) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect Any such exchange at any time after an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter will 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 immediately upon the effectiveness of 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 of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company, any Related Person or any Exempt Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. (b) Immediately upon the effectiveness of the exchange of any Rights pursuant to paragraph (a) of this as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly 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 exchangeexchange 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 will not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof11 (a)(ii)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately 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 exchangemodifications 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 first becomes an Acquiring Person, exchange all or any 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 Stock Shares at an exchange ratio of one share Common Share of Common Stock the Company per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary or any trustee or fiduciary with respect to such plan acting in such capacity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock 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 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 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 Stock 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 mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the extent registered holders of the Right Certificates with regard to which such insufficiency, for each share of fractional Common Stock that Shares would otherwise be issuable upon exchange an amount in cash equal to the same fraction of the current market value of a Rightwhole Common Share. For the purposes of this paragraph (d), a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market value of a whole Common Share of the Company shall be the closing price of a Common Share of the Company (as determined pursuant to the second and third sentences of Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal for the Trading Day immediately prior to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchangeexchange 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 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 Common Shares of Common Stock the Corporation at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the 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 Person, becomes the Beneficial Owner of shares of Common Stock aggregating 5010% or more of the shares of Common Stock 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 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 subsection (a) of this Section 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 shares of Common Stock 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 mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may In any exchange pursuant to this Section 24, the Corporation, at its option option, may substitute andPreferred Shares (or equivalent preferred shares, 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 (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company Corporation shall substitute take all such action as may be necessary to the extent of such insufficiency, authorize additional Common Shares for each share of Common Stock that would otherwise be issuable issuance upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchangeRights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 null and void pursuant to the provisions of Section 11(a)(iiSECTION 7(E) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right exchange ratio being hereinafter referred to as the “Exchange Ratio”"EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after an Acquiring 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 Stock for or pursuant to the terms of any such plan), together with all Associates or Affiliates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more a majority of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (aA) of this Section 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice (with prompt notice thereof to the Rights Agent) 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 promptly mail a notice of any such exchange to the Rights Agent and all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(iiSECTION 7(E) hereof) held by each holder of Rights. (c) The Company may In any exchange pursuant to this SECTION 24, the Company, at its option option, may substitute andPreferred Stock (or Equivalent Preferred Stock, as such term is defined in SECTION 11(B) hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section SECTION 24, the Company shall substitute take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the extent registered holders of the Rights Certificates with regard to which such insufficiencyfractional shares of Common Stock would otherwise be issuable, for each an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (E), the current market value of a whole share of Common Stock that would otherwise shall be issuable upon exchange the closing price of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (as determined pursuant to Section 11(dthe second sentence of SECTION 11(D)(I) hereof) as of for the Trading Day immediately prior to the date of such exchangeexchange pursuant to this SECTION 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Personthe Share Acquisition Date, exchange (without requiring payment) all or part of the then-outstanding and exercisable Rights (which shall will 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect Any such exchange at any time after an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter will 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 immediately upon the effectiveness of 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 of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. (b) Immediately upon the effectiveness of the exchange of any Rights pursuant to paragraph (a) of this as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly 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 shall promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged 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 shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately preceding the date of such exchangethe 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 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 and remain void pursuant to the provisions of Section 11(a)(ii) hereofof this Agreement) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such amount per Right 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 an Acquiring any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 effecting the exchange of any Rights pursuant to paragraph (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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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 and remain void pursuant to the provisions of Section 11(a)(ii) hereofof this Agreement) held by each holder of Rights. (c) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) Shares available for issuance to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute make all reasonable efforts to take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the extent of Rights. In the event the Company shall, after good faith effort, be unable to effect all such insufficiencyactions, the Company shall substitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Series A Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the then current per share market price (determined pursuant to Section 11(d) hereof) of one share of Series A Preferred Stock (or equivalent preferred share) Share multiplied by such number or fraction is equal to the then current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangeSeries A Preferred Share or fraction thereof. (d) Any fractions of Common Shares issuable pursuant to this Section 24 shall be handled in the manner provided for in Section 14(c).

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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)(ii11 (a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the extent of Rights. In the event the Company shall, after good faith effort, be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) Share multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangePreferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11 (d)(i) 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 first becomes an Acquiring Personthe Flip In Event, 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 Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such amount per Right 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 an Acquiring Person Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock Shares aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 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 shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) The Company may at its option substitute and, in 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 any exchange of Rights as contemplated in accordance with this Section 24, the Company may, in its discretion, take such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. In the event that the Company shall substitute determine not to take such action or shall, after good faith effort, be unable to take such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction fractions thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is ), having an aggregate value equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of issuance of such exchangePreferred Shares or fractions thereof (or equivalent preferred shares). (d) The Company shall not, in connection with any exchange pursuant to this Section 24, be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Subject to Section 24 (c) and 24(d), the Board of Directors of the Company may, at its option, at any time after the time that any 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) hereof7(e)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring any Person (other than the Company, any Subsidiary of the Company, any Benefit Plan, any entity holding shares of Common Stock for or pursuant to the terms of any Benefit Plan, or any trustee, administrator or fiduciary of any Benefit Plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this in accordance with Section 24 and without any further action and without any notice, the right to exercise such Rights rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) held by each holder of Rights. (c) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreservednot reserved for issuance other than upon exercise of the Rights) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the (i) Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights, or (ii) the Board of Directors may determine to exchange shares of Common Stock for then outstanding and exercisable Rights at such exchange ratio of less than one share of Common Stock per Right, appropriately adjusted as set forth in Section 24(a) above, so that all (and not less than all) of the shares of Common Stock issued but not outstanding or authorized but unissued (and not reserved for issuance other than upon exercise of the Rights) are issued in the exchange contemplated by this Section 24. (d) In any exchange pursuant to this Section 24, the Corporation, at its option, may substitute to common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the extent initial rate of such insufficiency, one common stock equivalent for each share of Common Stock that would otherwise be issuable upon exchange Stock, as appropriately adjusted to reflect adjustments in dividend liquidation and voting rights of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined common stock equivalents pursuant to Section 11(d) hereof) the terms thereof, so that each common stock equivalent delivered in lieu of one each share of Preferred Common Stock (or equivalent preferred share) multiplied by such number or fraction is equal to shall have essentially the current per share market price of same dividend, liquidation and voting rights as one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchangeStock.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more a sixty percent (60%) of the shares of Common Stock 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 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 subsection (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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may In any exchange pursuant to this Section 24, the Company, at its option option, may substitute andPreferred Shares or common stock equivalents for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or an appropriate number of common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient shares Common Shares, Preferred Shares or common stock equivalents authorized by the Company's certificate of Common Stock issued but incorporation and not outstanding or authorized but unissued (and unreserved) subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute 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 to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the extent registered holders of the Right Certificates with regard to which such insufficiency, for each share of fractional Common Stock that Shares would otherwise be issuable upon exchange an amount in cash equal to the same fraction of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price value of a whole Common Share. For the purposes of this paragraph (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to e), the current per share market value of a whole Common Share shall be the closing price of one share of a Common Stock Share (as determined pursuant to the second sentence of Section 11(d11(d)(i) hereof) as of for the Trading Day immediately prior to the date of such exchangeexchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company -------- may, at its option, at any time after any 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to the Rights Agent and to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the extent of Rights. In the event the Company shall, after good faith effort, be unable to take all such insufficiencyaction as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each share of Common Stock Share that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock Shares or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) Share multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) Share as of the date of issuance of such exchangePreferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) 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 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 Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right exchange 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 an Acquiring 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 Stock for or pursuant to the terms of any such plan), together with all Affiliates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (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 shares of Common 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 promptly mail a notice of any such exchange to all of the holders of the such 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 shall state the method by which the exchange of the shares of Common Stock for Rights will shall be effected and, in the event of any partial exchange, the number of Rights which will 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) The Company may In any exchange pursuant to this Section 24, the Company, at its option option, may substitute andshares of Preferred Stock (or shares of Equivalent Preferred Stock) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or share of Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of shares of Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred 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 (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional Common Stock or Preferred Stock for issuance upon exchange of the extent Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such insufficiencyfractional shares of Common Stock, for the Company shall pay to each registered holder of a Rights Certificate with regard to which a fractional share of Common Stock that would otherwise be issuable upon exchange an amount in cash equal to the same fraction of the current market value of a Rightwhole share of Common Stock. For the purposes of this paragraph (e), a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per market value of a whole share market price of Common Stock shall be the Closing Price of a share of Common Stock (as determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal for the Trading Day immediately prior to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchangeexchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any 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)(ii7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating fifty percent (50% %) or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (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 shares of Common 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged 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 shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) The Company may at its option substitute and, in 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 any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the extent registered holders of the Right Certificates with regard to which such insufficiencyfractional shares of Common Stock would otherwise be issuable, for each an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock that would otherwise shall be issuable upon exchange the closing price of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (as determined pursuant to Section 11(d11(d)(i) hereof) as of for the Trading Day immediately prior to the date of such exchangeexchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then-outstanding and exercisable Rights (which shall will 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “Exchange Ratio”"EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect Any such exchange at any time after an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter will 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 immediately upon the effectiveness of 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 of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company, any Related Person or any Exempt Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. (b) Immediately upon the effectiveness of the exchange of any Rights pursuant to paragraph (a) of this as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly 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 shall promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged 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 shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately preceding the date of such exchangethe 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 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock combination, stock dividend or similar transaction occurring after the date hereof (such amount per Right 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 an Acquiring 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 shares of Common Stock aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) 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 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 Stock 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 promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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) The Company may at its option substitute and, in In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit an any exchange of Rights as contemplated in accordance with this Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange.as

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then-outstanding and exercisable Rights (which shall will 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 Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such amount per Right exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect Any such exchange at any time after an Acquiring Person becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter will 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 immediately upon the effectiveness of 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 37 41 such action of the Board of Directors of the Company). Notwithstanding the foregoing, the Board of Directors of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. (b) Immediately upon the effectiveness of the exchange of any Rights pursuant to paragraph (a) of this as provided in Section 24 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly 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 shall promptly mail a notice of any such exchange to all of the holders of the such Rights so exchanged 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 shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) In any exchange pursuant to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company shall Company, at its option, may substitute to the extent of such insufficiency, for each share of any Common Stock that would otherwise be issuable upon exchange of Share exchangeable for a Right, a number of Right (i) equivalent common shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined used in Section 11(b11(a)(iii)), (ii) such that cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current per share market price value of one Common Share (determined pursuant to Section 11(d)) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to on the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of Trading Day immediately preceding the date of such exchangethe effectiveness of the exchange pursuant to this Section 24.