Common use of Preferred Shares Record Date Clause in Contracts

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate or entry in the book entry account system of the transfer agent for a number of one one-thousandths of a Preferred Shares Share (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash or other assets, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or, following the shares occurrence of a Triggering Event, Common Shares or securities represented other securities, cash, or other assets as the case may be) evidenced thereby on, and such certificate or entry shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes and governmental charges) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash or other assets, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash, or other assets as the case may be) transfer books of the Company are openopen and, provided, further, that if delivery of the Preferred Shares is delayed pursuant to Section 9(c), when such Preferred Shares first become deliverable. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for a number of one one-hundredths of a Preferred Shares Share (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or Common Shares and/or other securities, as the shares or securities case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for a number of one four-hundredths of a Preferred Shares Share (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Junior Preferred Shares (or Common Shares and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Junior Preferred Shares (or securities Common Shares or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Junior Preferred Shares (or Common Shares and/or or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Junior Preferred Shares (or Common Shares and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, rights and shall not be entitled to receive any notice of any proceedings of the Company, except as otherwise provided hereinin this Agreement.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or depositary receipt) for Units of a Preferred Share (or any other securitiessecurities or assets, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Units of a Preferred Share (or any other securities represented or assets, as the case may be) evidenced thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares Share (or Common Shares and/or any other securitiessecurities or assets, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares Share (or Common Shares and/or any other securitiessecurities or assets, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to securities for which the Rights shall be exercisable, including, without limitation, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate or entry in the book entry account system of the transfer agent for a number of one ten-thousandths of a Preferred Shares Share (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash or other assets, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or, following the shares occurrence of a Triggering Event, Common Shares or securities represented other securities, cash, or other assets as the case may be) evidenced thereby on, and such certificate or entry shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes and governmental charges) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash or other assets, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash, or other assets as the case may be) transfer books of the Company are openopen and, provided, further, that if delivery of the Preferred Shares is delayed pursuant to Section 9(c), when such Preferred Shares first becomes deliverable. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or governmental charges) was duly made; provided, howeverhowever , that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name ---------------------------- any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate or entry in the book entry account system of the transfer agent for a number of one one-hundredth of a Preferred Shares Share (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash or other assets, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or, following the shares occurrence of a Triggering Event, Common Shares or securities represented other securities, cash, or other assets as the case may be) evidenced thereby on, and such certificate or entry shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes and governmental charges) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash or other assets, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash, or other assets as the case may be) transfer books of the Company are openopen and, provided, further, that if delivery of the Preferred Shares is delayed pursuant to Section 9(c), when such Preferred Shares first become deliverable. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for a number of one one-hundredths of a Preferred Shares Share (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or, following the shares occurrence of a Triggering Event, Common Shares or securities represented other securities, as the case may be) evidenced thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the applicable Purchase Price (and any applicable transfer taxes) was mademade (or Rights were duly surrendered in exchange for Common Shares pursuant to Section 24 hereof); provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate or entry in the book entry account system of the transfer agent for a number of one one-thousandths of a Preferred Shares Share (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash or other assets, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or, following the shares occurrence of a Triggering Event, Common Shares or securities represented other securities, cash, or other assets as the case may be) evidenced thereby on, and such certificate or entry shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes and governmental charges) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash or other assets, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash, or other assets as the case may be) transfer books of the Company are openopen and, provided, further, that if delivery of the Preferred Shares is delayed pursuant to Section 9(c), when such Preferred Shares first becomes deliverable. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the transfer books of the Company for the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the transfer books of the Company for the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for a number of one one-hundredths of a Preferred Shares Share (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or, following the shares occurrence of a Triggering Event, Common Shares or securities represented other securities, as the case may be) evidenced thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate certificates shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate Certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate or entry in the book entry account system of the transfer agent for a number of one one-thousandths of a Preferred Shares Share (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash or other assets, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or, following the shares occurrence of a Triggering Event, Common Shares or securities represented other securities, cash, or other assets as the case may be) evidenced thereby on, and such certificate or entry shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes and charges) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash or other assets, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash, or other assets as the case may be) transfer books of the Company are openopen and provided further, that if delivery of the Preferred Shares is delayed pursuant to Section 9(c), when such Preferred Shares first becomes deliverable. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for a number of one two-hundredths of a Preferred Shares Share (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of Preferred (or Common Shares and/or other securities, as the shares or securities case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities (fractional and otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any meetings or other proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities Preferred Shares represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company Corporation are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company Corporation are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Corporation with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the CompanyCorporation, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and charges) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name ---------------------------- any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled (in such holder's capacity as such) to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued (or in whose name a book-entry account for such securities is held) upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate (or, in the case of securities held in book-entry form, the related direct transaction registration advice) shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered (or the transfer of the book-entry account effected) and payment of the applicable Purchase Price (and any applicable transfer taxestaxes or charges) was madeduly made (or Rights were duly surrendered in exchange for Common Shares pursuant to Section 24 hereof); provided, however, that if the date of such surrender (or transfer in book-entry form) and payment is a date upon which the transfer books of the Company are closed, such Person shall be deemed to have become the record holder of the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed), such person shall be deemed to have become the record holder of such shares or securities on, and such certificate (or, in the case of securities held in book-entry form, the related direct registration transaction advice) shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate (or book-entry account) shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitationbut not limited to, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing representing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced represented thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate Rights certificate evidencing such Rights was duly surrendered and payment of the applicable Purchase Price (and any applicable transfer taxes) was mademade (or Rights were duly surrendered in exchange for Common Shares pursuant to Section 24 hereof); providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate Rights certificate evidencing such Rights was duly surrendered and payment of the applicable Purchase Price (and any applicable transfer taxes) was mademade (or Rights were duly surrendered in exchange for Common Shares pursuant to Section 24 hereof); provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing representing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced represented thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate or entry in the book-entry account system of the transfer agent for a number of one one-hundredths of a Preferred Shares (or Common Shares and/or other securities, as the case may be) Share is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities Preferred Shares represented thereby on, and such certificate or entry in the book-entry account system of the transfer agent shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate or entry in the book-entry account system of the transfer agent shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled (in such holder's capacity as such) to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the applicable Purchase Price (and any applicable transfer taxes) was mademade (or Rights were duly surrendered in exchange for Common Shares pursuant to Section 24 hereof); provided, however, that if the date of such surrender and payment is a date upon which the transfer books of the Company are closed, such Person shall be deemed to have become the record holder of the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed), such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the applicable Purchase Price (and any applicable transfer taxestaxes or charges) was mademade (or Rights were duly surrendered in exchange for Common Shares pursuant to Section 24 hereof); provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for a number of one two-hundredths of a Preferred Shares Share (or Common Shares Share and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or Common Shares and/or other securities, as the shares or securities case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for a number of one one-hundredths of a Preferred Shares Share (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Shares (or Common Shares and/or other securities, as the shares or securities case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any ---------------------------- certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, -------- however, that if the date of such surrender and payment is a date upon which the ------- Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any ---------------------------- certificate for Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) is issued upon the exercise or exchange of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which (a) the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was mademade or (b) an exchange of Rights for Exchange Consideration under Section 11(c)(ii) is effected; provided, however, that if the date of such surrender and payment or -------- ------- such exchange is a date upon which the Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled (in such holder's capacity as such) to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and governmental charges) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any ---------------------------- certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as of the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for a number of one one-thousandths of a Preferred Shares Share (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or Common Shares and/or other securities, as the shares or securities case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (the Company with respect to shares or Common Shares and/or other securities, as the case may be) securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for a number of one four-hundredths of a Preferred Shares Share (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are Table of Contents closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) securities is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares or other securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered with the forms of election and certification duly executed (with signature guarantee) and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) securities transfer books of the Company are closedclosed and/or the right to exercise has been temporarily suspended pursuant to Section 9, such person shall be deemed to have become the record holder of such shares Preferred Shares or other securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) securities transfer books of the Company are openopen and no Section 9 suspension of the right to exercise is in effect. Prior to Before the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate or entry in the book entry account system of the transfer agent for a number of one one-thousandths of a Preferred Shares Share (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash or other assets, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or, following the shares occurrence of a Triggering Event, Common Shares or securities represented other securities, cash, or other assets as the case may be) evidenced thereby on, and such certificate or entry shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes and charges) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or, following the occurrence of a Triggering Event, Common Stock or Common Shares and/or other securities, cash or other assets, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash, or other assets as the case may be) transfer books of the Company are openopen and provided further, that if delivery of the Preferred Shares is delayed pursuant to Section 9(c), when such Preferred Shares first becomes deliverable. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person (other than the ---------------------------- Company) in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any ---------------------------- certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or fractions thereof or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities fractions thereof or Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled (in such holder's capacity as such) to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled (in such holder's capacity as such) to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person (other than the Company) in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or or, following a Triggering Event, Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities Preferred Shares (or, following a Triggering Event, Common Shares and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following a Triggering Event, Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day business day on which the Preferred Shares (or or, following a Triggering Event, Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a holder of Preferred Shares (or or, following a Triggering Event, Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for a number of one one-hundredths of a Preferred Shares Share (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or, following the shares occurrence of a Triggering Event, Common Shares or securities represented other securities, as the case may be) evidenced thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or governmental charges) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, securities as the case may beprovided in this Agreement) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or Common Shares and/or other securities as provided in this Agreement) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, securities as the case may beprovided in this Agreement) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, securities as the case may beprovided in this Agreement) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, securities as the case may beprovided in this Agreement) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. Section 11.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as expressly provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for a number of Preferred Shares Share Fractions (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Share Fractions (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares certificate (or Common Shares and/or depositary receipt) for Units of a Preferred Share (or any other securitiessecurities or assets, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Units of a Preferred Share (or any other securities represented or assets, as the case may be) evidenced thereby on, and such certificate certificate shall be dated, the date upon which the Right Certificate Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares Share (or Common Shares and/or any other securitiessecurities or assets, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate certificate shall be dated, the next succeeding Business Day on which the Preferred Shares Share (or Common Shares and/or any other securitiessecurities or assets, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to securities for which the Rights shall be exercisable, including, without limitation, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for a number of one-hundredths of a Preferred Shares Share (or Common Shares and/or other securities, securities as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of Preferred Shares (or Common Shares and/or securities as the shares or securities case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price multiplied by the number of one-hundredths of a Preferred Share (or Common Shares and/or securities as the case may be) with respect to which the Rights have been exercised (and any applicable transfer taxestaxes or governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, securities as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, securities as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder stockholder of the Company with respect to shares (including Preferred Shares (or Common Shares and/or other securities, as the case may beShares) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares or other securities is issued (or Common Shares and/or other securities, as the case may bein whose name a book-entry account for such securities is held) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares or other securities represented thereby on, and such certificate (or, in the case of securities held in book-entry form, the related direct transaction registration advice) shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered with the forms of election and certification duly executed (or the transfer of the book-entry accounts effected) and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender (or transfer in book-entry form) and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) securities transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate (or, in the case of securities held in book-entry form, the related direct registration transaction advice) shall be dateddated , the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) securities transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate (or book entry-account), as such, shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for a number of one one-hundredths of a Preferred Shares Share (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Shares (or Common Shares and/or other securities, as the shares or securities case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.shall

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day business day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.without

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securitiesShares, as the case may bepreferred share equivalents or common share equivalents, if applicable) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares, preferred share equivalents or common share equivalents, if applicable) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the transfer books of the Company for the Preferred Shares (or Common Shares and/or other securitiesShares, as the case may bepreferred share equivalents or common share equivalents, if applicable) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) such transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securitiesShares, as the case may bepreferred share equivalents or common share equivalents, if applicable) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing representing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record - 11 - holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced represented thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) is issued upon the exercise or exchange of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which (a) the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was mademade or (b) an exchange of Rights for Exchange Consideration under Section 11(c)(ii) is effected; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment or such exchange is a date upon which the Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled (in such holder's capacity as such) to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person (other than the Trust) in whose name any certificate for Preferred Shares (or Common Shares and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Shares (or Common Shares or other securities, as the shares or securities case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was duly made; provided, however, provided that if the date of such surrender and payment is a date upon which the transfer books of the Trust relating to the Preferred Shares (or Common Shares and/or or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) applicable transfer books of the Company Trust are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Trust with respect to shares for which the Rights shall be exercisable, including, without limitation, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, Trust except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for a number of one one-hundredths of a Preferred Shares Share (or Common Ordinary Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Shares (fractional or otherwise) (or Ordinary Shares and/or other securities, as the shares or securities case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Ordinary Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Ordinary Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for the Preferred Shares for a number of one one-thousandths of a Preferred Share (or Common Shares Share and/or other securities, as the case may be) is issued upon the exercise of Rights shall be for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or Common Share and/or other securities, as the shares or securities case may be) represented thereby on, and such certificate or entry shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) applicable transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares securities (fractional or securities otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a Preferred Share is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a Preferred Share only when such Preferred Shares first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to the securities for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for a number of Units of Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as securities of the case may beCompany) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or, following the occurrence of a Triggering Event, Common Shares or other securities of the Company) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as securities of the case may beCompany) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as securities of the case may beCompany) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise or exchange of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the any Purchase Price (and any applicable transfer taxestax or charge) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the transfer books of the Company for the Preferred Shares or Common Shares or other securities, as the case may be, are closed, such Person shall be deemed to have become the record holder of such Preferred Shares (or Common Shares and/or other securities, as the case may be) on, and such certificate shall be dated, the next succeeding Business Day on which the transfer books of the Company for the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any ---------------------------- certificate for a number of one-six thousand seven hundred fiftieths of a Preferred Shares (or Common Shares and/or other securities, as the case may be) Share is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities Preferred Shares represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price multiplied by the number of one-six thousand seven hundred fiftieths of a Preferred Share with respect to which the Rights have been exercised (and any applicable transfer taxes) was made; provided, however, that -------- ------- if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Shares, Common Shares and/or other securities, as the case may be) , is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities Preferred Shares, Common Shares and/or other securities, as the case may be, represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Shares, Common Shares and/or other securities, as the case may be) , transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Shares, Common Shares and/or other securities, as the case may be) , transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends vote or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.to

Preferred Shares Record Date. Each person in whose name any certificate for a number of one one-thousandths of a Preferred Shares Share (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or, following the shares occurrence of a Triggering Event, Common Shares or securities represented other securities, as the case may be) evidenced thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name ---------------------------- any certificate for a number of one four-hundredths of a Preferred Shares Share (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are 25 CORP 62338.7 closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued (or in whose name a book-entry account for such securities is held) upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate (or, in the case of securities held in book-entry form, the related direct transaction registration advice) shall be dated, the date upon which the Right Certificate evidencing representing such Rights was duly surrendered (or the transfer of the book-entry accounts effected) and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender (or transfer in book-entry form) and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate (or, in the case of securities held in book-entry form, the related direct registration transaction advice) shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced represented thereby, the holder of a Right Certificate (or book entry-account) shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities represented thereby on, and such certificate shall be dated, the date upon on which the Right Certificate evidencing such Rights was is duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was is made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall is not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall is not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, securities as the case may beprovided in this Agreement) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or Common Shares and/or other securities as provided in this Agreement) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, securities as the case may beprovided in this Agreement) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, securities as the case may beprovided in this Agreement) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, securities as the case may beprovided in this Agreement) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as securities of the case may beCompany) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or, following the occurrence of a Triggering Event, Common Shares or other securities of the Company) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as securities of the case may beCompany) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as securities of the case may beCompany) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name ---------------------------- any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for a number of one one-thousandths of a Preferred Shares Share (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or Common Shares and/or other securities, as the shares or securities case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder stockholder of Preferred Shares (the Company with respect to shares of stock or Common Shares and/or other securities, as the case may be) securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or governmental charges) was duly made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is securities issued upon the exercise of Rights or who is otherwise the registered holder thereof on the books of the Company shall for all purposes be deemed to have become the holder of record of the shares such Preferred Shares or other securities represented thereby on, and any such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was were duly surrendered surrendered, and the form of election to purchase duly and properly executed and delivered, and payment of the Purchase Price (and any applicable transfer taxestaxes or governmental charges) was duly made; provided, however, that if the date of such surrender surrender, delivery and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company for the Preferred Shares or other securities, as applicable, are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and any such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company for the Preferred Shares or other securities, as applicable, are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) securities for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any ---------------------------- certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, -------- however, that if the date of such surrender and payment is a date upon which the ------- Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company Trust are closed, such person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company Trust are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the CompanyTrust, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for evidencing a number of one one-thousandths of a Preferred Shares Share (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or Common Shares and/or other securities, as the shares or securities case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes and charges) was duly made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as expressly provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate or entry in the book entry account system of the transfer agent for a number of one one-thousandth of a Preferred Shares Share (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash or other assets, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or, following the shares occurrence of a Triggering Event, Common Shares or securities represented other securities, cash, or other assets as the case may be) evidenced thereby on, and such certificate or entry shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes and governmental charges) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash or other assets, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, cash, or other assets as the case may be) transfer books of the Company are openopen and, provided, further, that if delivery of the Preferred Shares is delayed pursuant to Section 9(c), when such Preferred Shares first become deliverable. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for a number of one one-thousandths of a Preferred Shares Share (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional Preferred Shares (or, following the shares occurrence of a Triggering Event, Common Shares or securities represented other securities, as the case may be) evidenced thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a holder stockholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open; and further provided, however, that if delivery of shares of Preferred Stock (or Common Shares and/or other securities, as the case may be) is delayed pursuant to Section 9(c), such Person shall be deemed to have become the record holder of such securities only when such securities first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person in whose name any certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares (fractional or securities otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.other

Preferred Shares Record Date. Each person Person in whose name any certificate for representing Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall will for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the transfer books of the Company for the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the transfer books of the Company for the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall will not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) any security for which the Rights shall be are or may become exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall will not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any ---------------------------- certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares or securities Preferred Shares represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such -------- ------- surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company for such Preferred Shares (or other securities) are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company for such Preferred Shares (or other securities) are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder shareholder of Preferred Shares (or Common Shares and/or other securities, as the case may be) Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Shares Record Date. Each person Person in whose name any ---------------------------- certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares Preferred Shares (or securities Common Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the applicable Purchase Price (and any applicable transfer taxes) was mademade (or Rights were duly surrendered in exchange for Common Shares pursuant to Section 24 hereof); provided, however, that if the date of such surrender and payment is a date upon which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares or securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Shares (or Common Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a holder of Preferred Shares (or Common Shares and/or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.