Value Enhancement Procedures definition

Value Enhancement Procedures shall have the meaning set forth in Section 23(c) hereof.

Value Enhancement Procedures means: (A) the selection by the Board of Directors of an independent financial advisor (the "Independent Advisor") from among financial advisors that have national standing, have established expertise in advising on mergers, acquisitions and related matters and have no Interest relating to an Affected Transaction, and have not during the preceding year provided services to, been engaged by or been a financing source for any other party to an Affected Transaction or any Affiliate of any such party or of any Director (other than the Company and its subsidiaries); (B) whether or not there is a then-pending Affected Transaction, the receipt by the Board of Directors from its Independent Advisor of (1) such advisor's view (expressed in such form and subject to such qualifications and limitations as the Independent Advisor deems appropriate) regarding whether the redemption of the Rights will serve the best interests of the Company and its stockholders or (2) such advisor's statement that it is unable to express such a view, setting forth the reasons therefor; (C) if there is a then-pending Affected Transaction, (1) the establishment and implementation by the Board of Directors of a process and procedures approved by its Independent Advisor which the Board of Directors and such advisor conclude would be most likely to result in the best value reasonably available to stockholders (regardless of whether such Affected Transaction involves a "sale of control" or "break-up" of the Company for Delaware law purposes), (2) the Board of Directors (x) receiving the opinion of its Independent Advisor, in customary form and content for transactions of the type involved, that the Affected Transaction is fair to the Company's stockholders from a financial point of view and (y) determining, and the Independent Advisor confirming, that it has no reason to believe that a superior transaction is reasonably available for the benefit of the Company's stockholders, and (3) the execution of a definitive transaction agreement and other definitive documentation necessary to effect the Affected Transaction.

Value Enhancement Procedures means: (1) the selection by the Board of Directors of an independent financial advisor (the "Independent Advisor") from among financial advisors which have national standing, have established expertise in advising on mergers, acquisitions and related matters and have no Interest relating to an Affected Transaction, and have not during the preceding year provided services to, been engaged by or been a financing source for any other party to an Affected Transaction or any

Value Enhancement Procedures means: (1) the selection by the Board of Directors of an Independent Advisor; (2) whether or not there is a then-pending Affected Transaction, the receipt by the Board from an Independent Advisor of (a) such advisor’s view (expressed in such form and subject to such qualifications and limitations as such Independent Advisor deems appropriate) regarding whether redemption of the Rights will serve the best interests of the Company and its stockholders or (b) such advisor’s statement that it is unable to express such a view, setting forth the reasons therefor; (3) if there is a then-pending Affected Transaction, (A) the establishment and implementation by the Board of a process and procedures approved by an Independent Advisor which the Board and such advisor conclude would be most likely to result in the best value reasonably available to stockholders (regardless of whether such Affected Transaction involves a “sale of control” or “break-up” of the Company for Delaware law purposes), (B) the Board (i) receiving the opinion of an Independent Advisor, in customary form and content for transactions of the type involved, that the Affected Transaction is fair to the Company’s stockholders from a financial point of view and (ii) determining, and such Independent Advisor confirming, that it has no reason to believe that a superior transaction is reasonably available for the benefit of the Company’s stockholders, and (C) the execution of a definitive transaction agreement and other definitive documentation necessary to effect the Affected Transaction.

Value Enhancement Procedures shall have the meaning set forth in Section 23(c) hereof. 8. The first sentence of Section 3(a) of the Rights Agreement is hereby amended in its entirety to read as follows: Until the earlier of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date by the Board pursuant to this clause (ii) may be made at any time during the Special Period) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would become an Acquiring Person and a Section 11(a)(ii) Event would occur as a result thereof (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraphs (b) and (c) of this Section 3) by the certificates for Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). 9. Section 11(a)(ii) of the Rights Agreement is hereby amended to add the following after "the best interest of the Company and its stockholders" and before "then, promptly following the occurrence": (provided, however, that no such determination shall be made during the Special Period) 10. Section 23(a) of the Rights Agreement is hereby amended to read in its entirety as follows: (a) The Board of Directors may, at its option, at any time prior to the earlier of (i) the close of business on the tenth day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Dat...

Value Enhancement Procedures shall have the meaning set forth in Section 23(d) hereof.