Common use of Notice of Certain Events Clause in Contracts

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares), in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares), in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the event the Company shall propose proposes, at any time after the earlier of the Distribution Time or the Stock Acquisition Date, (i) to pay any dividend payable in capital stock of any class or series to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic cash dividenddividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), (iv) to effect any consolidation or merger into or withwith any other Person (other than a direct or indirect, wholly-owned Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of 50 fifty percent (50%) or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of the Common Shares), extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by the foregoing clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, whichever shall be the earlier; provided, however, that no such action shall be taken pursuant to this Section 25(a) that will or would conflict with any provision of the Charter; provided further that no such notice is required pursuant to this Section 25 if any Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earning power to, any other Subsidiary of the Company. (b) In case a Flip-In in Event shall occuroccurs, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 hereof26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii), and (ii) all references to Preferred Stock in Section 25(a) shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities. (c) In case any Flip-over Event occurs, the Company shall, as soon as practicable thereafter, give to each registered holder of a Rights Certificate, to the extent feasible, and to the Rights Agent in accordance with Section 26, a written notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof13(a).

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividenddividend paid out of funds legally available therefor), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), (iv) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than a transfer by the Company and/or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of the Common Shares), extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or shares of Preferred Shares, Stock whichever shall be the earlier; provided, however, no such notice shall be required pursuant to this Section 24, if any wholly owned Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other wholly owned Subsidiary of the Company. (b) In case a Flip-In any Triggering Event shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 25 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any share exchange, consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such share exchange, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the event that the Company shall propose (i) to declare or pay any dividend payable in capital stock of on or make any class distribution with respect to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Common Shares or Preferred Shares options, rights or warrants to subscribe for or to purchase any additional Preferred Shares shares thereof or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares or Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, then and in each such case, the Company shall give to each holder of a Right Certificate (or, prior and to the Distribution Date, of the Common Shares)Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which that shall specify the record date for the purposes purpose of such stock dividend or distribution of rights or warrantsdistribution, or the date on upon which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of record of the Common Shares and/or or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Common Shares or Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or or Preferred Shares, whichever date shall be the earlier. The failure to give the notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Flip-In Upon the occurrence of each Section 11(a)(ii) Event shall occurand each Section 13 (a) Event, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior and to the Distribution Date, of Common Shares)Rights Agent, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such specifying the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) Sections 11 and 13 hereof.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, transaction contemplated by Section 13 hereof (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such share exchange, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the event that the Company shall propose (i) to declare or pay any dividend payable in capital stock of on or make any class distribution with respect to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Common Shares or Preferred Shares options, rights or warrants to subscribe for or to purchase any additional Preferred Shares shares thereof or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares or Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, then and in each such case, the Company shall give to each holder of a Right Certificate (or, prior and to the Distribution Date, of the Common Shares)Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which that shall specify the record date for the purposes purpose of such stock dividend or distribution of rights or warrantsdistribution, or the date on upon which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of record of the Common Shares and/or or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Common Shares or Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or or Preferred Shares, whichever date shall be the earlier. The failure to give the notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Flip-In Upon the occurrence of each Section 11(a)(ii) Event shall occurand each Section 13(a) Event, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior and to the Distribution Date, of Common Shares)Rights Agent, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such specifying the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) Sections 11 and 13 hereof.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), dividend out of earnings or retained earnings) or (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), or (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of the Common Shares), extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, action and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or shares of Preferred Shares, Stock whichever shall be the earlier. (b) In case a Flip-In any Section 11(a)(ii) Event shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right Rights Certificate (or, prior and to the Distribution DateRights Agent, of Common Shares), to the extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, event which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate other securities.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Sharesotherwise), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or distribution of rights or warrantsevent, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event any of the events set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares of the Company payable in Common Shares of the Company or to effect a subdivision, combination or consolidation of the Common Shares of the Company (by reclassification or otherwise than by payment of dividends in Common SharesShares of the Company), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares of the Company and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares of the Company and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case case, after the Distribution Date, the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its Preferred Shares rights rights, options or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent assets or earning power (including, without limitation, securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% of the assets or and earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other PersonPerson or Persons, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation reclassification of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given given, in the case of any action covered by clause (i) or (ii) above above, at least 10 calendar days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, Shares whichever shall be the earlier. (b) In case a Flip-In any Triggering Event shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 25 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereofRights.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), ; (iib) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, ; (iiic) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), ; (ivd) to effect any consolidation or merger into or with, with any other Person or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, ; (ve) to effect the liquidation, dissolution or winding up of the Company, ; or (vif) to authorize, declare or pay any dividend on the shares of Common Shares Stock payable in shares of Common Shares Stock or to effect a subdivision, combination or consolidation of the shares of Common Shares Stock (by reclassification or otherwise than by payment of dividends in shares of Common SharesStock), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Right, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Preferred Stock and/or Common Shares and/or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such actionaction and, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, whichever shall be the earlier. (b) . In case a Flip-In Event an event set forth in Section 11(a)(ii) hereof shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Right, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe specify such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Separation Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Series A Shares or to make any other distribution to the holders of its Preferred Series A Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Series A Shares rights or warrants to subscribe for or to purchase any additional Preferred Series A Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Series A Shares (other than a reclassification involving only the subdivision of outstanding Preferred Series A Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 more than fifty percent or more (50%) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person, Person or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orCertificate, prior to the Distribution Date, of the Common Shares), extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Series A Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Preferred Series A Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Series A Shares, whichever shall be the earlier. (b) In case of the occurrence of a Flip-In Event shall occurSection 11(a)(ii) Event, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orCertificate, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii), and (ii) hereofall references in the preceding paragraph to Series A Shares shall be deemed thereafter to refer to Common Shares and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (ia) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Common Stock or to make any other distribution to the holders of its Preferred Shares Common Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of its Preferred Shares Common Stock rights or warrants to subscribe for or to purchase any additional Preferred Shares shares of Common Stock or shares of capital stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares of Common Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of the Common Shares), extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Shares and/or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Shares shares of Common Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Shares and/or Preferred Shares, Stock whichever shall be the earlier. (b) . In case a Flip-In Event shall occurof the occurrence of the event set forth in Section 11(a)(ii) of this Agreement, then (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Common Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall after the Distribution Date propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares Preferred Stock payable in Common Shares shares of Preferred Stock or to effect a subdivision, combination or consolidation of the Common Shares Preferred Stock (by reclassification or otherwise than by payment of dividends in Common Sharesshares of Preferred Stock), then, in each such case, the Company shall give to the Rights Agent and each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, whichever shall be the earlier. (b) In case a Flip-In Event any event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any share exchange, consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, share exchange, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any share exchange, consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares of the Company payable in Common Shares of the Company or to effect a subdivision, combination or consolidation of the Common Shares of the Company (by reclassification or otherwise than by payment of dividends in Common SharesShares of the Company), then, in each such case, the Company shall give to the Rights Agent and each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a reasonably detailed notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such share exchange, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares of the Company and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares of the Company and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose (ia) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Common Stock or to make any other distribution to the holders of its Preferred Shares Common Stock (other than a regular quarterly periodic cash dividend)dividend out of earnings or retained earnings or other than a special cash dividend declared at a time when there is no Acquiring Person out of earnings or retained earnings, or (iib) to offer to the holders of its Preferred Shares Common Stock rights or warrants to subscribe for or to purchase any additional Preferred Shares shares of Common Stock or shares of capital stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares of Common Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Right, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty days prior to the record date for determining holders of the Preferred Shares Common Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, whichever shall be the earlier. (b) . In case a Flip-In Event any of the transactions set forth in Section 11(a)(ii) of this Agreement shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Right, in accordance with Section 26 hereof26, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof).

Notice of Certain Events. (a) In case the Company shall propose at any time after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation consolidation, merger or merger statutory share exchange into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orCertificate, prior to the Distribution Date, of the Common Shares), extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a) (ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii11(a) (ii) hereof.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification reclassifi- cation of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case If at any time subsequent to the Shares Acquisition Date, the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vi) to declare or pay any dividend on the Common Shares of the Company payable in its Common Shares or to effect a subdivision, combination or consolidation of the Common Shares of the Company (by reclassification or otherwise than by payment of dividends in its Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares of the Company and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares of the Company and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the event that the Company shall propose (i) to declare or pay any dividend payable in capital stock of on or make any class distribution with respect to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Common Shares or Preferred Shares options, rights or warrants to subscribe for or to purchase any additional Preferred Shares shares thereof or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares or Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares), (iv) to effect any consolidation or merger with or into or withany other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or ) of more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, in one or more transactions to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, then and in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which action that shall specify the record date for the purposes purpose of such stock dividend or distribution of rights or warrantsdistribution, or the date on upon which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of record of the Common Shares and/or or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Common Shares or Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or or Preferred Shares; provided, whichever however, that neither the failure to give the notice required by this Section 25 nor any defect therein shall be affect the earlierlegality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Flip-In Upon the occurrence of each Section 11(a)(ii) Event shall occurand each Section 13(a) Event, then the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such specifying the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) Sections 11 and 13 hereof.

Notice of Certain Events. (a) In case the event that the Company shall propose (i) to declare or pay any dividend payable in capital stock of on or make any class distribution with respect to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Common Shares or Preferred Shares options, rights or warrants to subscribe for or to purchase any additional Preferred Shares shares thereof or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares or Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, then and in each such case, the Company shall give to the Rights Agent and each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which action that shall specify the record date for the purposes purpose of such stock dividend or distribution of rights or warrantsdistribution, or the date on upon which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of record of the Common Shares and/or or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Common Shares or Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or or Preferred Shares, whichever date shall be the earlier. The failure to give the notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Flip-In Upon the occurrence of each Section 11(a)(ii) Event shall occurand each Section 13(a) Event, then the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such specifying the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) Sections 11 and 13 hereof.

Notice of Certain Events. (a) In case the Company shall propose (ia) to pay any dividend payable in capital stock of any class to the holders of its Preferred the Shares or to make any other distribution to the holders of its Preferred the Shares (other than a regular quarterly cash dividend in an amount not exceeding 125 percent of the next previous regular quarterly cash dividend), ) or (iib) to offer to the holders of its Preferred the Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred the Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, Person or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares), in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding winding-up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Rights Certificate, in accordance with Section 26 27 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding winding-up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In any Section 11(a)(ii) Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Rights Certificate, in accordance with Section 26 27 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Shares shall be deemed thereafter to refer to Common Shares or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any share exchange, consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such share exchange, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose at any time after the Distribution Date (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orCertificate, prior and to the Distribution Date, of the Common Shares)Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event any of the events set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orCertificate, prior and to the Distribution Date, of Common Shares)Rights Agent, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case If the Company shall propose after the Distribution Date propose: (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), ; (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, ; (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), ; (iv) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 fifty percent (50%) or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person, ; (v) to effect the liquidation, dissolution or winding winding-up of the Company, ; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to and the Distribution Date, of the Common Shares)Rights Agent, in accordance with Section 26 hereof26, a reasonably detailed notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding winding-up is to take place and the date of participation therein by the holders of the Common Shares and/or or Preferred SharesShares or both, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or or Preferred SharesShares or both, whichever shall be the earlier. (b) In case a Flip-In Event shall occurThe Company shall, then the Company shall as soon as practicable thereafter after a Stock Acquisition Date, give to the Rights Agent and each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof26, a notice of that describes the occurrence of such event, transaction in which notice shall describe such event the a Person became an Acquiring Person and the consequences of such event the transaction to holders of Rights under Section 11(a)(ii) hereof).

Notice of Certain Events. (a) In case the Company shall propose (ia) to pay any dividend payable in capital stock of any class or series to the holders of its either series of Preferred Shares or to make any other distribution to the holders of its either series of Preferred Shares (other than a regular quarterly cash dividend), ) or (iib) to offer to the holders of its either series of Preferred Shares rights or warrants to subscribe for or to purchase any additional such Preferred Shares or shares of capital stock of any class or series or any other securities, rights or options, or (iiic) to effect any reclassification of its either series of Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred SharesShares of such series), or (ivd) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) . In case a Flip-In any Section 11(a)(ii) Event shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof, and all references in the preceding paragraph to Preferred Shares shall be deemed thereafter references to Common Shares and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)) and the Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)) and the Rights Agent, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 more than fifty percent or more (50%) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, Person or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, whichever shall be the earlier. (b) In case a Flip-In any Triggering Event shall occur, then then, in any such case, the Company or the Principal Party, as the case may be, shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such eventTriggering Event, which notice shall describe such specify the event and the consequences of such event the Triggering Event to holders of Rights under Section 11(a)(ii) or 13(a) hereof, as the case may be. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any share exchange, consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such share exchange, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to the Rights Agent and each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of shares of its Preferred Shares Stock or to make any other distribution to the holders of shares of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of shares of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), transaction set forth in one or more transactions, of 50 percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonSection 13 hereof, (v) to effect affect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares Stock of the Company payable in shares of Common Shares Stock of the Company or to effect a subdivision, combination or consolidation of the Common Shares Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common SharesStock of the Company), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transaction, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock of the Company and/or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of shares of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of shares of the Common Shares Stock of the Company and/or Preferred SharesStock, whichever shall be the earlier. (b) In case a Flip-In Event the Shares Acquisition Date shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orCertificate, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 25 hereof, a notice of the occurrence of such event, which notice shall describe such the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation consolidation, merger or merger share exchange into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Common Shares (other than a regular quarterly cash dividend), ) or (ii) to offer to the holders of its Preferred Common Shares rights or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares), or (iv) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which action that shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Triggering Event shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof26, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereofor Section 13 and (ii) all references in the preceding paragraph to Common Shares shall be deemed thereafter to refer to Common Shares and/or other securities, if appropriate. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote on any such action.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividenddividend paid out of funds legally available therefor), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), (iv) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than a transfer by the Company and/or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of the Common Shares), extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or shares of Preferred Shares, Stock whichever shall be the earlier; provided, however, no such notice shall be required pursuant to this Section 24, if any wholly owned Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other wholly owned Subsidiary of the Company. (b) In case a Flip-In any Triggering Event shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 25 hereof, a notice of the occurrence of such event, (with prompt notice thereof to the Rights Agent) which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be.

Notice of Certain Events. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividends, or a stock dividend on, or a subdivision, combination or reclassification of the Common Shares), or (iib) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson (other than pursuant to a merger or other acquisition agreement of the type described in Section 1.3(ii)(A)(2)), or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Preferred Shares and/or Preferred Common Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Preferred Shares and/or Preferred Common Shares, whichever shall be the earlier. (b) . In case a Flip-In Event any event set forth in Section 11.1.2 of this Rights Agreement shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof25, a notice of the occurrence of such event, which notice shall describe such the event and the consequences of such the event to holders of Rights under Section 11(a)(ii11.1.2, and (ii) hereofall references in this Section 24 to Preferred Shares shall be deemed thereafter to refer to Common Shares and/or, if appropriate, other securities. Notwithstanding anything in this Rights Agreement to the contrary, prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Rights Agreement and no other notice need be given.

Notice of Certain Events. (a) In case If the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend)Shares, (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, with any other Person or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), ) in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, then the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares), in accordance with Section 26 hereof, a notice of such proposed actionaction and file a certificate with the Rights Agent to that effect, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place occur and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such the action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such the proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case of a Flip-In Event shall occurSection 11(a)(ii) Event, then (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orCertificate, prior to the Distribution Date, of Common Shares), in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice and (ii) all references in the preceding paragraph (a) to Preferred Shares shall describe such event and be deemed thereafter to refer also to Common Shares and/or, if appropriate, other securities of the consequences of such event to holders of Rights under Section 11(a)(ii) hereofCompany.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orCertificate, prior to the Distribution Date, of the Common Shares)as promptly as reasonably practicable, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights rights, options, or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights rights, options, or optionswarrants, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale sale, disposition or other transfer (or to permit one or more of its Subsidiaries to effect any sale sale, disposition or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, disposition, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-the Company shall propose to effect or permit to occur any Triggering Event or Section 13 Event, the Company shall give notice thereof to each holder of Rights in accordance with Section 26 hereof at least twenty (20) days prior to occurrence of such Triggering Event or such Section 13 Event. (c) In case any Triggering Event or Section 13 Event shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section Sections 11(a)(ii) and 13 hereof.

Notice of Certain Events. (a) In case the event that the Company shall propose (i) to declare or pay any dividend payable in capital stock of on or make any class distribution with respect to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Common Shares or Preferred Shares options, rights or warrants to subscribe for or to purchase any additional Preferred Shares shares thereof or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares or Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, then and in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which that shall specify the record date for the purposes purpose of such stock dividend or distribution of rights or warrantsdistribution, or the date on upon which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of record of the Common Shares and/or or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Common Shares or Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or or Preferred Shares, whichever date shall be the earlier. The failure to give the notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Flip-In As soon as practicable after the occurrence of each Section 11(a)(ii) Event shall occurand each Section 13(a) Event, then the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such specifying the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) Sections 11 and 13 hereof.

Notice of Certain Events. (a) In case the Company Company, at any ------------------------ time after the Distribution Date, shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed actionaction (with prompt written notice thereof to the Rights Agent), which shall specify the record date for the purposes purpose of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company Company, at any time ------------------------ after the Distribution Date, shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred the Common Shares or to make any other distribution to the holders of its Preferred the Common Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred the Common Shares rights or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred the Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares), (iv) to effect any share exchange, consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, share exchange, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof26, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof).

Notice of Certain Events. (a) In case the Company shall after the Distribution Date propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orCertificate, prior and to the Distribution Date, of the Common Shares)Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event any event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orCertificate, prior and to the Distribution Date, of Common Shares)Rights Agent, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose propose, after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Common Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Common Shares rights or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares), (iv) to effect any consolidation or merger into or with, to effect any share exchange with or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Section 11(a)(ii) Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose at any time after the earlier of the Shares Acquisition Date and the Distribution Date (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each registered holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Right, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes purpose of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to before the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to before the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the Exercisability Trigger shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event the Exercisability Trigger and the consequences of such event the Exercisability Trigger to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall ------------------------ propose (i) to pay any dividend payable in capital stock of any class to the holders of its Series One Preferred Shares or to make any other distribution to the holders of its Series One Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Series One Preferred Shares rights or warrants to subscribe for or to purchase any additional Series One Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Series One Preferred Shares (other than a reclassification involving only the subdivision of outstanding Series One Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale sale, mortgage, license or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfersuch transaction), in one or more transactions, of 50 percent 50% or more of the value of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, mortgage, license, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Series One Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Series One Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Series One Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event any event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company Company, at any time after the Distribution Date, shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 130% of the rate of the last cash dividend theretofore paid), or (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), or (iv) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more a series of related transactions, of 50 percent or more than 50% of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior and to the Distribution DateRights Agent, of to the Common Shares), extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, whichever shall be the earlier. (b) In case a Flip-In Event any of the events set forth in Section 11(a)(ii) hereof shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right Rights Certificate (or, prior and to the Distribution DateRights Agent, of Common Shares), to the extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company Com- pany and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Shaes for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Common Stock or Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Common Stock or Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Common Stock or Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Common Stock or Preferred SharesStock), or (iv) to effect any consolidation or merger into or with, or to effect any sale sale, mortgage or other transfer (or to permit one or more of its Subsidiaries to effect any sale sale, mortgage or other transfer), in one transaction or more a series of related transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson (other than a Subsidiary of the Company in one or more transactions each of which is not prohibited by Section 11(n) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Common or Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Shares and/or or Preferred SharesStock, whichever shall be the earlier. (b) In case a Flip-In any Section 11(a)(ii) Event shall occur, then the Company shall as soon as practicable thereafter give to each registered holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares of the Company payable in Common Shares of the Company or to effect a subdivision, combination or consolidation of the Common Shares of the Company (by reclassification or otherwise than by payment of dividends in Common SharesShares of the Company), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares of the Company and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares), in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Time propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its Preferred Shares Stock options, rights or warrants to subscribe for or to purchase any additional Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), or (iv) to effect any merger, consolidation or merger other combination into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Right, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, mergercombination, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock of the Common Shares and/or Company or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock of the Common Shares and/or Company or Preferred SharesStock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Flip-In Event any of the events set forth in Sections 11(a)(ii) or 13(a) shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orRight, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 hereof26, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereofor 13(a), and (ii) all references in Section 25(a) to Preferred Stock shall be deemed thereafter to refer also to Common Stock or other securities issuable in respect of the Rights.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Class A Common Shares payable in Class A Common Shares or to effect a subdivision, combination or consolidation of the Class A Common Shares (by reclassification or otherwise than by payment of dividends in Class A Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Class A Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Class A Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares Stock payable in shares of Common Shares Stock or to effect a subdivision, combination or consolidation of the shares of Common Shares Stock (by reclassification or otherwise than by payment of dividends in shares of Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassificationreclassifica- tion, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Shares Stock and/or shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares), in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.case

Notice of Certain Events. (a) In case the Company shall propose (ia) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), ) or (iib) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (ivd) to effect any consolidation consolidation, merger, or merger statutory share exchange into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, statutory share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) . In case a Flip-In Event any of the events set forth in Section 11(a)(ii) of this Agreement shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 25 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose (ia) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), ) or (iib) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (ivd) to effect any consolidation consolidation, merger, or merger statutory share exchange into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, statutory share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) . In case a Flip-In Event any of the events set forth in Section 11(a)(ii) of this Agreement shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 25 hereof, a notice of the occurrence of such 42 event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any merger, consolidation or merger other combination into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic cash dividend), or (iib) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), or (ivd) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Right, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, whichever shall be the earlier. (b) . In case a Flip-In Section 11(a)(ii) Event shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate (orRight, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 hereof26, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereofand all references in the preceding paragraph to Preferred Stock shall be deemed to thereafter refer to Common Stock and/or other securities, as the case may be.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Series A Preferred Shares or to make any other distribution to the holders of its Series A Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Series A Preferred Shares rights or warrants to subscribe for or to purchase any additional Series A Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Series A Preferred Shares (other than a reclassification involving only the subdivision of outstanding Series A Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale sale, mortgage, license or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfersuch transaction), in one or more transactions, of 50 percent 50% or more of the value of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, mortgage, license, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Series A Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Series A Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Series A Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event any event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior with a copy to the Distribution Date, of the Common SharesRights Agent), in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case If the Company shall propose proposes to (i) to pay any dividend payable in capital stock of any class to the holders of its shares of Preferred Shares Stock or to make any other distribution to the holders of its shares of Preferred Shares Stock (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its shares of Preferred Shares rights Stock rights, options, warrants or warrants any similar instrument to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), (iv) to effect any consolidation consolidation, merger or merger statutory share exchange into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, with any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vi) to declare or pay any dividend on the shares of Common Shares Stock payable in shares of Common Shares Stock, respectively, or to effect a subdivision, combination or consolidation reclassification of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares)Stock as the case may be, then, in each such case, the Company shall give to the Rights Agent and, to the extent possible, to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Rights Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, distribution or distribution offering of rights or rights, warrants, options or any similar instrument or the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the shares of Common Stock and/or Preferred Shares Stock for purposes of such action, and in the case of any such other action, action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, whichever shall be is the earlier. (b) In case If a Flip-In Event shall occurStock Acquisition Date occurs, then the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 25 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereofRights.

Notice of Certain Events. (a) In case the Company shall Corporation shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one (1) or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 fifty percent (50%) or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company Corporation shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 27 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall Corporation shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 27 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose at any time after the Distribution Date (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior and to the Distribution Date, of the Common Shares)Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior and to the Distribution Date, of Common Shares)Rights Agent, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to declare or pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), or (ii) to offer to the holders of its Preferred Shares options, rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (iv) to effect any consolidation or merger into or with, to effect any exchange of the Common Shares of the Company pursuant to a statutory plan of exchange with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50 percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in a transaction which complies with Section 11(o)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, statutory plan of exchange, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of record of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Flip-In Event any Section 11(a)(ii) event shall occur, then (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Sections 11(a)(ii), and (ii) all references in Section 11(a)(ii25(a) hereofto Preferred Shares shall be deemed thereafter to refer to Common Shares and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Record Date, propose (i) to pay any dividend payable in capital stock shares of any class to the holders of its Preferred the Ordinary Shares or to make any other distribution to the holders of its Preferred the Ordinary Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred the Ordinary Shares rights or warrants to subscribe for or to purchase any additional Preferred Ordinary Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred the Ordinary Shares (other than a reclassification involving only the subdivision of outstanding Preferred Ordinary Shares), (iv) to effect any merger, share exchange, consolidation or merger other combination into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Ordinary Shares payable in Common Ordinary Shares or to effect a subdivision, combination or consolidation of the Common Ordinary Shares (by reclassification or otherwise than by payment of dividends in Common Ordinary Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Rights, in accordance with Section 26 27 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend share dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, share exchange, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Ordinary Shares and/or Preferred Ordinary Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Ordinary Shares for purposes of such action, and and, in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Ordinary Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Rights, in accordance with Section 26 27 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose propose, after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Common Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Common Shares rights or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares), (iv) to effect any consolidation or merger into or with, to effect any share exchange with or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Section 11(a)(ii) Event or Section 13 Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as applicable.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock shares of any class to the holders of its Preferred the Ordinary Shares or to make any other distribution to the holders of its Preferred the Ordinary Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred the Ordinary Shares rights or warrants to subscribe for or to purchase any additional Preferred Ordinary Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred the Ordinary Shares (other than a reclassification involving only the subdivision of outstanding Preferred Ordinary Shares), (iv) to effect any merger, consolidation or merger other combination into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Ordinary Shares payable in Common Ordinary Shares or to effect a subdivision, combination or consolidation of the Common Ordinary Shares (by reclassification or otherwise than by payment of dividends in Common Ordinary Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend share dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Ordinary Shares and/or Preferred Ordinary Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Ordinary Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Ordinary Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Preference Shares or to make any other distribution to the holders of its Preferred Preference Shares (other than a regular quarterly cash dividend), ) or (ii) to offer to the holders of its Preferred Preference Shares rights or warrants to subscribe for or to purchase any additional Preferred Preference Shares or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Preference Shares (other than a reclassification involving only the subdivision of outstanding Preferred Preference Shares), or (iv) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions, each of which complies with Section 11(o)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which action that shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Preference Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Preferred Common Shares and/or Preference Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Preference Shares, whichever shall be the earlier. (b) In case a Flip-In Triggering Event shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof26, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereofor Section 13 and (ii) all references in the preceding paragraph to Preference Shares shall be deemed thereafter to refer to Common Shares and/or other securities, if appropriate. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote on any such action.

Notice of Certain Events. (a) In case If at any time subsequent to the Company Shares Acquisition Date, the Trust shall propose (i) to pay any dividend payable in capital stock shares of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock beneficial interest of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company Trust and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the CompanyTrust, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company Trust shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a ---------- notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Subsection 11(a)(ii) hereof shall -------------------- occur, then the Company Trust shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a ---------- notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section Subsection 11(a)(ii) hereof.. --------------------

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares Stock payable in shares of Common Shares Stock or to effect a subdivision, combination or consolidation of the shares of Common Shares Stock (by reclassification or otherwise than by payment of dividends in shares of Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Shares Stock and/or Units of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Units of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Shares Stock and/or Units of Preferred SharesStock, whichever shall be the earlier. (b) In case a Flip-In Event any of the events set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof. In the event any Person becomes an Acquiring Person, the Company will promptly notify the Rights Agent thereof.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in capital stock of any class to the holders of its Junior Preferred Shares Stock or to make any other distribution to the holders of its Junior Preferred Shares Stock (other than a regular quarterly periodic cash dividend), (iib) to offer to the holders of its Junior Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Junior Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iiic) to effect any reclassification of its Junior Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Junior Preferred SharesStock), (ivd) to effect any consolidation or merger into or with, with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) hereof) or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 more than fifty percent or more (50%) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person, Person or Persons (vother than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(n) hereof) or (e) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Right, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Junior Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the Junior Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Junior Preferred SharesStock, whichever shall be the earlier. (b) . In case a Flip-In Section 11(a)(ii) Event shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate (orRight, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 hereof25, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereofand all references in the preceding paragraph to Junior Preferred Stock shall be deemed to thereafter refer to Common Stock and/or other securities, as the case may be.

Notice of Certain Events. (a) In case If the Company shall Partnership shall, at any time after the Distribution Date, propose (i) to pay any dividend distribution payable in capital stock of any class Common Units to the holders of its Preferred Shares Common Units or to make any other distribution to the holders of its Preferred Shares Common Units (other than a regular quarterly cash dividenddistribution), (ii) to offer to the holders of its Preferred Shares the Common Units rights or warrants to subscribe for or to purchase any additional Preferred Shares Common Units or shares of capital stock of any class other Units or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Common Units (other than a reclassification involving only the subdivision of outstanding Preferred SharesUnits), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company Partnership and its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares)Partnership, then, in each such case, the Company Partnership shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend unit distribution, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred SharesUnits, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Units for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred SharesUnits, whichever shall be the earlier. (b) In case a Flip-In Event If the event set forth in Section 11(a)(ii) hereof shall occur, then the Company Partnership shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, action which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic cash dividend), or (iib) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), or (ivd) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Right, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, whichever shall be the earlier. (b) . In case a Flip-In Section 11(a)(ii) Event shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate (orRight, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 hereof26, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereofand all references in the preceding paragraph to Preferred Stock shall be deemed to thereaf- ter refer to Common Stock and/or other securities, as the case may be.

Notice of Certain Events. (a) In case the Company shall propose (ia) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), dividend out of earnings or retained earnings of the Company) or (iib) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which that shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, whichever shall be the earlier. (b) . In case a Flip-In Event any of the events set forth in Section 11(a)(ii) of this Agreement shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice that shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic cash dividenddividend paid out of funds legally available therefor), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), (iv) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than fifty (50%) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than a transfer by the Company and/or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of the Common Shares), extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or shares of Preferred Shares, Stock whichever shall be the earlier; provided, however, no such notice shall be required pursuant to this Section 24, if any wholly owned Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other wholly owned Subsidiary of the Company. (b) In case a Flip-In any Triggering Event shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 25 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be.

Notice of Certain Events. (a) In case the ------------------------ Company shall propose (ia) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), or (iib) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) to declare or pay any dividend on the Common Shares of the Company payable in Common Shares of the Company or to effect a subdivision, combination or consolidation of the Common Shares of the Company (by reclassification or otherwise than by payment of dividends in such Common Shares), ) then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares of the Company and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares of the Company and/or Preferred Shares, whichever shall be the earlier. (b) . In case a Flip-In Event any of the events set forth in Section 11(a)(ii) hereof shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 25 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall after the Distribution Date propose to (i) to pay any dividend or bonus issue payable in capital stock shares of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of issued and outstanding Preferred Shares), (iv) to effect any consolidation consolidation, amalgamation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend or bonus issue on the Common Shares payable in Common Shares or to effect a subdivision, combination subdivision or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends or bonus issues in Common Shares), then, in each such case, the Company shall give to the Rights Agent and each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend share dividend, bonus issue or distribution of rights or warrants, or the date on which such reclassification, consolidation, amalgamation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event any event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate (or, or if occurring prior to the Distribution Date, the holders of the Common Shares), in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose ------------------------ propose, at any time after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividenddividend paid out of funds legally available therefor), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), (iv) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than a transfer by the Company and/or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of the Common Shares), extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or shares of Preferred Shares, Stock whichever shall be the earlier; provided, however, no such notice shall be -------- ------- required pursuant to this Section 24, if any wholly owned Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other wholly owned Subsidiary of the Company. (b) In case a Flip-In any Triggering Event shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 25 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be.

Notice of Certain Events. (a) In case the ------------------------ Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of shares of its Preferred Shares Stock or to make any other distribution to the holders of shares of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of shares of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), transaction set forth in one or more transactions, of 50 percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonSection 13 hereof, (v) to effect affect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares Stock of the Company payable in shares of Common Shares Stock of the Company or to effect a subdivision, combination or consolidation of the Common Shares Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common SharesStock of the Company), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transaction, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock of the Company and/or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of shares of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of shares of the Common Shares Stock of the Company and/or Preferred SharesStock, whichever shall be the earlier. (b) In case a Flip-In Event the Shares Acquisition Date shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orCertificate, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 25 hereof, a notice of the occurrence of such event, which notice shall describe such the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a 45 regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares of the Company payable in Common Shares of the Company or to effect a subdivision, combination or consolidation of the Common Shares of the Company (by reclassification or otherwise than by payment of dividends in Common SharesShares of the Company), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares of the Company and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares of the Company and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case If the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Common Stock or to make any other distribution to the holders of its Preferred Shares Common Stock (other than a regular quarterly cash dividenddividend out of the surplus of the Company), or (ii) to offer to the holders of its Preferred Shares Common Stock rights or warrants to subscribe for or to purchase any additional Preferred Shares shares of Common Stock or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Shares Common Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Shares), shares of Common Stock) or (iv) to effect any consolidation with or merger with or into or withany other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of 50 percent assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other PersonPerson or Persons (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orRight, prior to the Distribution Date, of the Common Shares), extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such stock dividend dividend, distribution or distribution offering of rights or warrants, or the date on which any such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders holds of the Common Shares and/or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 calendar days prior to the record date for determining holders of the Preferred Shares for purposes of Common Stock entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a Flip-In filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then then, in any such case, (1) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Right, in accordance with Section 26 hereof26, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section Sections 11(a)(ii) hereofor 13, as the case may be, and (2) all references in Section 25(a) to Common Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date (i) to pay any dividend distribution payable in capital stock shares of beneficial interest of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), distribution out of earnings) or (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock beneficial interest of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of the Common Shares), extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or share distribution, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, action and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In any Section 11(a)(ii) Event shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, event which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Shares shall be deemed thereafter to refer to Common Shares and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend 45 dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall shall, as soon as practicable thereafter thereafter, give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case 25.1 If the Company shall after the Distribution Date propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), ; (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, ; (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), ; (iv) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power Earning Power of the Company and its Subsidiaries (taken as a whole) to, to any other Person, ; (v) to effect the liquidation, dissolution or winding up of the Company, ; or (vi) to declare or pay any dividend on the shares of Class A Common Shares Stock payable in shares of Class A Common Shares Stock, or to effect a subdivision, combination or consolidation of the shares of Class A Common Shares Stock (by reclassification or otherwise than by payment of dividends in shares of Class A Common SharesStock), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Right, in accordance with Section 26 hereof26, a notice of such the proposed action, which shall specify the record date for the purposes of such a stock dividend dividend, or distribution of rights or warrants, or the date on which such a reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Class A Common Shares and/or Stock or Preferred SharesStock or both, if any such date is to be fixed, and such the notice shall be so given given, in the case of any action covered by clause (i) or (ii) above above, at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such actionand, and in the case of any such other actionaction covered by clauses (iii) to (vi) above, at least 10 ten (10) days prior to the date of the taking of such the proposed action or the date of participation therein by the holders of the Class A Common Shares and/or Stock or Preferred SharesStock or both, whichever shall be the earlier. The failure to give notice required by this Section 25.1 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) 25.2 In case a Flip-In any Section 11.1.2 Event shall occur, then (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such the event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii11.1.2 hereof and (ii) hereofall references in the preceding paragraph to Preferred Shares shall be deemed thereafter to refer to shares of Class A Common Stock or, if applicable, other securities.

Notice of Certain Events. (a) In case the Company Company, following the Distribution Date, shall propose (i) to pay any dividend payable in capital stock of any class or series to the holders of its Preferred Shares Company Common Stock or to make any other distribution to the holders of its Preferred Shares Company Common Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Company Common Stock rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class Company Common Stock or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Company Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesCompany Common Stock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson (other than the Company and/or any of its Subsidiaries in one or more transactions each of which does not violate Section 11(n) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed actionaction to the extent feasible, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Company Common Shares and/or Preferred Shares, Stock if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Company Common Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Company Common Shares and/or Preferred SharesStock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Flip-In Event any of the events set forth in Section 11(a)(iv) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii11(a)(iv) hereof.

Notice of Certain Events. (a) In case the event that the Company shall propose (i) to declare or pay any dividend payable in capital stock of on or make any class distribution with respect to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Common Shares or Preferred Shares options, rights or warrants to subscribe for or to purchase any additional Preferred Shares shares thereof or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares or Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, then and in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 27 hereof, a notice of such proposed action, which that shall specify the record date for the purposes purpose of such stock dividend or distribution of rights or warrantsdistribution, or the date on upon which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of record of the Common Shares and/or or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Common Shares or Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or or Preferred Shares, whichever date shall be the earlier. The failure to give the notice required by this Section 26 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Flip-In As soon as practicable after the occurrence of each Section 11(a)(ii) Event shall occurand each Section 13 (a) Event, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 27 hereof, a notice of the occurrence of such event, which notice shall describe such specifying the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) 11 or 13 hereof.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date and the Stock Acquisition Date propose (i) to pay any dividend payable in capital stock shares of any class to the holders of its Junior Preferred Shares Stock or to make any other distribution to the holders of its Junior Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Junior Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional Junior Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Junior Preferred Shares Stock (other than a reclassification involving only the subdivision or combination of outstanding Junior Preferred SharesStock), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Company Common Shares Stock payable in Company Common Shares Stock or to effect a subdivision, combination or consolidation of the Company Common Shares Stock (by reclassification or otherwise than by payment of dividends in Company Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend share dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Company Common Shares Stock and/or Junior Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date for determining holders of the Junior Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Company Common Shares Stock and/or Junior Preferred SharesStock, whichever shall be the earlier. (b) In case a Flip-In Event the events set forth in Section 11(a)(ii) or Section 13 hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Rights Certificate (or, or if occurring prior to the Distribution Date, the holders of the Company Common SharesStock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be.

Notice of Certain Events. (a) In case 25.1 If the Company shall after the Distribution Date propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), ; (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, ; (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), ; (iv) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power Earning Power of the Company and its Subsidiaries (taken as a whole) to, to any other Person, ; (v) to effect the liquidation, dissolution or winding winding-up of the Company, ; or (vi) to declare or pay any dividend on the shares of Common Shares Stock payable in shares of Common Shares Stock, or to effect a subdivision, combination or consolidation of the shares of Common Shares Stock (by reclassification or otherwise than by payment of dividends in shares of Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to and the Distribution Date, of the Common Shares)Rights Agent, in accordance with Section 26 hereof26, a reasonably detailed notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding winding-up is to take place and the date of participation therein by the holders of the shares of Common Stock or Preferred Shares and/or Preferred Sharesor both, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock or Preferred Shares and/or Preferred Sharesor both, whichever shall be the earlier. (b) In case a Flip-In Event shall occur25.2 The Company shall, then the Company shall as soon as practicable thereafter after a Stock Acquisition Date, give to the Rights Agent and each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof26, a notice of that describes the occurrence of such event, transaction in which notice shall describe such event a Person became an Acquiring Person and the consequences of such event the transaction to holders of Rights under Section 11(a)(ii) hereof11.1.2.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Shares Acquisition Date propose (i) to declare or pay any dividend on the Common Shares payable in capital stock of any class to the holders of its Preferred Common Shares or to make any other distribution to effect a subdivision, combination or consolidation of the holders of its Preferred Common Shares (other by reclassification or otherwise than a regular quarterly cash dividendby payment of dividends in Common Shares), (ii) to offer to the holders of its Preferred Common Shares rights or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, subdivision or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier; provided, that, prior to the Distribution Date, any notice in regard to a declaration or payment of any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares) shall be adequately given if given within a reasonable time after the issuance date for such stock dividend or effective date of such subdivision, combination or consolidation. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) or Section 13 hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, or if occurring prior to the Distribution Date, the holders of the Common Shares), in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) and Section 13 hereof.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic cash dividend), or (iib) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), or (ivd) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Right, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred SharesStock, whichever shall be the earlier. (b) . In case a Flip-In Section 11(a)(ii) Event shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate (orRight, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 hereof26, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereofand all references in the preceding paragraph to Preferred Stock shall be deemed to thereafter refer to Common Stock and/or other securities, as the case may be.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date and the Stock Acquisition Date propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred Shares), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) or Section 13 hereof shall occur, then the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate (or, or if occurring prior to the Distribution Date, the holders of the Common SharesStock), in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed actionaction (with prompt written notice thereof to the Rights Agent), which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares)Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares), in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier. (b) In case a Flip-In Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, prior to the Distribution Date, of Common Shares), in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividenddividend of the Company), or (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), or (iv) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m) hereof), or to effect a statutory share exchange with any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of 50 percent or more than 25% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than a Subsidiary of the Company in one or more transactions each of which complies with Section 11(m) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of the Common Shares), extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, statutory share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or shares of Preferred Shares, Stock whichever shall be the earlier. (b) In case a Flip-In any Section 11(a)(ii) Event shall occur, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (orRights Certificate, prior to the Distribution Date, of Common Shares), extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such specify the event and the consequences of such the event to holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer, if appropriate, not only to Preferred Stock but also to Common Stock or other securities.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date and the Shares Acquisition Date propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred Shares), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50 percent 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares Stock payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares)Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend dividend, or distribution of rights or warrants, or the date on which such reclassification, . consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or Preferred Shares, whichever shall be the earlier.so (b) In case a Flip-In Event the event set forth in Section 11(a)(ii) or Section 13 hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or, or if occurring prior to the Distribution Date, the holders of the Common Shares), in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be.