Common use of EXERCISABILITY OF RIGHTS Clause in Contracts

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __, 2017 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are previously redeemed, exchanged or terminated as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one- thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __September 20, 2017 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one- thousandths one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __June 15, 2017 (the “Final Expiration Date”), unless the Final Expiration Date is extended or 2008 unless the Rights are previously redeemed, exchanged or terminated as described below, or unless the continuation of the Rights is previously approved by the stockholders of the Company by a vote of the majority of the shares present and entitled to vote at a stockholders meeting prior to June 15, 2008 (the "First Meeting"). If the stockholders approve the continuation of Rights at the First Meeting, the Final Expiration Date will be March 15, 2016, subject to stockholder ratification of this Agreement by a vote of the majority of shares present and entitled to vote at a stockholders meeting to be held every subsequent two years no later than June 15 of the applicable year beginning in 2010. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one- thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __August 23, 2017 2013 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one- one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __December 27, 2017 2011 (the “Final Expiration Date”), unless amended, unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment anti-dilution adjustments from time to time to prevent dilutiontime. The number of outstanding Rights and the number of one one- thousandths one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __December 29, 2017 2016 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one- one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __September 25, 2017 2015 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payableissuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one- one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, after the execution of the Amended and Restated Rights Agreement and prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire upon the earlier of (i) the Close of Business on _______ __, 2017 the Business Day which occurs immediately prior to the first anniversary of the date hereof or (ii) immediately prior to the earlier to occur of the Acceptance Time and the Effective Time (each as defined in the Merger Agreement) (the “Final Expiration Date”), unless amended, unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment anti-dilution adjustments from time to time to prevent dilutiontime. The number of outstanding Rights and the number of one one- thousandths one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __September 23, 2017 2012 subject to the Company’s right to extend such date (the “Final Expiration Date”), unless earlier redeemed or exchanged by the Final Expiration Date is extended Company or unless the Rights are previously redeemed, exchanged or terminated as described belowterminated. Until a Right is exercised, the it will not entitle its holder thereof, as such, will have no to any rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payableissuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one- thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment dilution (i) in the event of a stock split dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Common Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares or a stock dividend on convertible securities at less than the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations current market price of the Common Preferred Shares occurringor (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness, in any such casecash, prior securities or assets or of subscription rights or warrants (other than those referred to the Distribution Dateabove). With certain exceptions, no No adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such the Purchase Price. No fractional Preferred Shares or Common Shares will be issued (other than fractions of Preferred Shares which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced represented by depositary depository receipts) ), and in lieu thereof, an adjustment a payment in cash will be made based on the market price of the Preferred Shares or Common Shares on the last trading day date prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __September 8, 2017 2018 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder shareholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one- thousandths one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __January 13, 2017 2016 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one- thousandths one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __April 21, 2017 2026 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment anti-dilution adjustments from time to time to prevent dilutiontime. The number of outstanding Rights and the number of one one- thousandths one-thousandth of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __February 12, 2017 2013 (the “"Final Expiration Date”"), unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one- one-ten thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-ten thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __July 30, 2017 2014 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one- thousandths hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __October 8, 2017 2011 (the “Final Expiration Date”), unless amended, unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment anti-dilution adjustments from time to time to prevent dilutiontime. The number of outstanding Rights and the number of one one- thousandths one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __December 18, 2017 2010 (the “"Final Expiration Date”"), unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilutiondilution in the event the Company has (A) declared a dividend on the Preferred Shares payable in Preferred Shares, (B) subdivided the outstanding Preferred Shares, (C) combined the outstanding Preferred Shares into a smaller number of Preferred Shares or (D) issued any shares of its capital stock in a reclassification of the Preferred Shares (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation). The number of outstanding Rights and the number of one one- thousandths of a Preferred Share Shares issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Common Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __October 22, 2017 2009 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one- thousandths one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __November 8, 2017 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are previously redeemed, exchanged or terminated as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one- thousandths one-thousandth of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.

EXERCISABILITY OF RIGHTS. The Rights are not exercisable until the Distribution Date. The Rights will expire on _______ __April 8, 2017 2021 (the “Final Expiration Date”), unless the Final Expiration Date is extended or unless the Rights are previously redeemedearlier redeemed or exchanged by the Company, exchanged or terminated in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment anti-dilution adjustments from time to time to prevent dilutiontime. The number of outstanding Rights and the number of one one- thousandths one-thousandth of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth thousandths of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise.