Common use of Exercise of Rights; Separation of Rights Clause in Contracts

Exercise of Rights; Separation of Rights. Section 2.3 of the Rights Agreement shall be amended by adding the following sentence at the end of Section 2.3(a): Notwithstanding anything to the contrary in this Agreement, (i) to the extent the Board of Directors of the Company approves a business combination (including, without limitation, a merger or consolidation) or tender or exchange offer for shares of Common Stock before the Separation Time (any such transaction, an "Exempt Transaction"), no Rights shall be exercisable pursuant to this Section 2.3 in connection with or as a result of such Exempt Transaction, the execution of any agreements entered into in connection therewith or the consummation of any of the transactions contemplated thereby, nor shall any such Exempt Transaction, the execution of any agreements entered into in connection therewith or the consummation of any of the transactions contemplated thereby result, directly, indirectly or otherwise, in any provisions of this Agreement becoming effective and (ii) to the extent such Exempt Transaction results in the cancellation, conversion or termination of any or all of the shares of issued Common Stock, the Rights associated with such shares of Common Stock shall automatically and without any action by any Person (including the Company and the Rights Agent) terminate and be cancelled simultaneously with the cancellation, conversion or termination of such shares of Common Stock without any payment therefor.