Common use of Acquiring Person Clause in Contracts

Acquiring Person. An "Acquiring Person" is a person or group of affiliated or associated persons who have acquired beneficial ownership of 20% or more of the outstanding Common Shares, other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or its subsidiaries ("Exempt Persons"); provided, however that (i) in no event shall any Exempt Person be deemed to be an Acquiring Person, (ii) no person shall become an Acquiring Person as the result of an acquisition of Common Shares by the Company which increases the proportionate number of shares beneficially owned by such person and its affiliates and associates to 20% or more of the Common Shares then outstanding (provided, however, that if such person becomes the beneficial owner of 20% or more of the Common Shares then outstanding by reason of share acquisitions by the Company and, after such share acquisitions, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number of Common Shares then outstanding, then such person shall be deemed to be an Acquiring Person), (iii) no person who, together with its affiliates and associates, was the beneficial owner of 20% or more of the aggregate number of Common Shares of the Company outstanding as of 5:00 p.m., New York time, on June 28, 2004 shall be deemed an Acquiring Person (provided, however, that if such person or any of its affiliates and associates, after 5:00 p.m., New York time, on June 28, 2004, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number of Common Shares of the Company then outstanding, then such person shall be deemed to be an Acquiring Person), and (iv) if the Board of Directors of the Company determines in good faith that a person who would otherwise be an Acquiring Person has become such inadvertently, and such person divests as promptly as practicable a sufficient number of Common Shares so that such person would no longer be an Acquiring Person, then such person shall not be deemed to be an Acquiring Person for any purposes of the Rights Agreement.

Acquiring Person. An "Acquiring Person" is a Person does not include: · the Company or any of our subsidiaries; · any employee benefit plan or employee stock plan of the Company or of any or our subsidiaries or any trust or other entity organized, appointed, established or holding voting shares for or pursuant to the terms of any such plan; · any person or group of affiliated or associated persons who have acquired who, as of 5:00 p.m. New York City time on February 9. 2015, is the beneficial ownership owner of 2010% or more of the our shares of voting stock then outstanding Common Shares, other than the Company, (provided that any subsidiary of the Company, such person or any employee benefit plan of the Company or its subsidiaries ("Exempt Persons"); provided, however that (i) in no event shall any Exempt Person be deemed to be an Acquiring Person, (ii) no person group shall become an Acquiring Person upon acquisition of an additional one-quarter of one percent (0.25%) or more of our then-outstanding voting shares, unless such acquisition of additional voting shares is pursuant to a dividend or distribution paid or made by the Company on our outstanding voting stock or pursuant to a split or subdivision of our outstanding voting stock); or · any person who would become an “Acquiring Person” as the result of an acquisition of Common Shares shares of voting stock of the Corporation by the Company which Corporation which, by reducing the number of shares outstanding, increases the proportionate number of shares of voting stock of the Corporation beneficially owned by such person and its affiliates and associates to 20% or more of the Common Shares then outstanding (so that such person would otherwise become an Acquiring Person; provided, however, that if any such person thereafter becomes the beneficial owner of 20% or more additional shares of voting stock of the Common Shares then outstanding by reason Corporation representing one-quarter of share acquisitions by the Company and, after such share acquisitions, one percent (A0.25%) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more voting stock of the aggregate number of Common Shares then outstandingCorporation (subject to certain exceptions), then such person shall will be deemed to be an Acquiring Person), (iii) no person who, together with its affiliates and associates, was Person unless upon · becoming the beneficial owner of 20such additional shares of voting stock of the Corporation such person does not beneficially own 10% or more of the aggregate number shares of Common Shares voting stock of the Company outstanding as of 5:00 p.m., New York time, on June 28, 2004 shall be deemed an Acquiring Person (provided, however, that if such person or any of its affiliates and associates, after 5:00 p.m., New York time, on June 28, 2004, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number of Common Shares of the Company Corporation then outstanding. In addition, then such person shall be deemed to be an Acquiring Person), and (iv) if the our Board of Directors of the Company determines in good faith that a person who would otherwise be became an Acquiring Person has become such inadvertentlyinadvertently and without any intention of changing or influencing control over our Company, and then such person divests will not be deemed to become an Acquiring Person unless and until such person have failed to divest itself, as promptly soon as practicable a practicable, of sufficient number of Common Shares voting shares so that such person would no longer be otherwise qualify as an Acquiring Person, then such person shall not be deemed to be an Acquiring Person for any purposes of the Rights Agreement.

Acquiring Person. An The term "Acquiring Person" shall mean any Person (as such term is a person hereinafter defined) who or group which, together with all Affiliates and Associates (as such terms are hereinafter defined) of affiliated or associated persons who have acquired beneficial ownership such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 2010% or more of the outstanding Common SharesShares (as such term is hereinafter defined) of the Company then outstanding, other than but shall not include the Company, any subsidiary Subsidiary (as such term is hereinafter defined) of the Company, or any employee benefit plan of the Company or its subsidiaries ("Exempt Persons"); providedany Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, however that (i) in no event shall any Exempt Person be deemed to be an Acquiring Person, (ii) no person shall become an "Acquiring Person Person" as the result of an acquisition of Common Shares by the Company which which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such person Person to 10% or more of the Common Shares of the Company then outstanding; provided, however, that if a Person becomes the Beneficial Owner of 10% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company and its affiliates and associates shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company, then such Person shall be deemed to 20be an "Acquiring Person" unless upon the consummation of the acquisition of such additional Common Shares such Person does not own 10% or more of the Common Shares then outstanding outstanding. Notwithstanding the foregoing, if (providedi) a Person who would otherwise be an "Acquiring Person" became such inadvertently (including, howeverwithout limitation, that if such person becomes the beneficial owner of 20% or more of the Common Shares then outstanding by reason of share acquisitions by the Company and, after such share acquisitions, because (A) acquires beneficial ownership of an additional number such Person was unaware that it beneficially owned a percentage of Common Shares which exceeds 0.25that would otherwise cause such Person to be an "Acquiring Person," or (B) such Person was aware of the existence of its Beneficial Ownership of Common Shares but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without any intention of changing or influencing control of the Company, but in no event if such Person beneficially owned or owns in excess of 11% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number of Common Shares then outstanding, then such person shall be deemed to be an Acquiring Person), (iii) no person who, together with its affiliates and associates, was the beneficial owner of 20% or more of the aggregate number of Common Shares of the Company outstanding as of 5:00 p.m., New York time, on June 28, 2004 shall be deemed an Acquiring Person (provided, however, that if such person or any of its affiliates and associates, after 5:00 p.m., New York time, on June 28, 2004, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number of Common Shares of the Company then outstanding, then and if such person shall be deemed to be an Acquiring Person)Person as promptly as practicable, and but in no event later than ten (iv10) if the Board business days after becoming aware of Directors such ownership of Common Shares of the Company determines in good faith that a person who would otherwise be an Acquiring Person has become or of such inadvertentlyconsequences, and such person divested or divests as promptly as practicable itself of Beneficial Ownership of a sufficient number of Common Shares so that such person would no longer be an "Acquiring Person," or (ii) the Board of Directors of the Company otherwise determines in good faith that a Person who would otherwise be an "Acquiring Person" became such inadvertently, then such person Person shall not be deemed to be or to have become an "Acquiring Person Person" for any purposes of the Rights this Agreement.

Acquiring Person. An "Acquiring Person" is a person or group of affiliated or associated persons who have acquired beneficial ownership of 2015% or more of the outstanding Common Shares, other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or its subsidiaries ("Exempt Persons"); provided, however that (i) in no event shall any Exempt Person be deemed to be an Acquiring Person, (ii) no person shall become an Acquiring Person as the result of an acquisition of Common Shares by the Company which increases the proportionate number of shares beneficially owned by such person and its affiliates and associates to 2015% or more of the Common Shares then outstanding (provided, however, that if such person becomes the beneficial owner of 2015% or more of the Common Shares then outstanding by reason of share acquisitions by the Company and, after such share acquisitions, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds the lesser of 10,000 Common Shares or 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 2015% or more of the aggregate number of Common Shares then outstanding, then such person shall be deemed to be an Acquiring Person), (iii) no person who, together with its affiliates and associates, was the beneficial owner of 2015% or more of the aggregate number of Common Shares of the Company outstanding as of 5:00 p.m., New York time, on June 28July 2, 2004 1998 shall be deemed an Acquiring Person (provided, however, that if such person or any of its affiliates and associates, after 5:00 p.m., New York time, on June 28July 2, 20041998, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.252% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 2015% or more of the aggregate number of Common Shares of the Company then outstanding, then such person shall be deemed to be an Acquiring Person), and (iv) if the Board of Directors of the Company determines in good faith that a person who would otherwise be an Acquiring Person has become such inadvertently, and such person divests as promptly as practicable a sufficient number of Common Shares so that such person would no longer be an Acquiring Person, then such person shall not be deemed to be an Acquiring Person for any purposes of the Rights Agreement.

Acquiring Person. An "Acquiring Person" is a Person does not include: • the Company or any of our subsidiaries; • any employee benefit plan or employee stock plan of the Company or of any or our subsidiaries or any trust or other entity organized, appointed, established or holding voting shares for or pursuant to the terms of any such plan; • any person or group of affiliated or associated persons who have acquired who, as of 5:00 p.m. New York City time on May 24, 2013, is the beneficial ownership owner of 2015% or more of the our shares of voting stock then outstanding Common Shares, other than the Company, (provided that any subsidiary of the Company, such person or any employee benefit plan of the Company or its subsidiaries ("Exempt Persons"); provided, however that (i) in no event shall any Exempt Person be deemed to be an Acquiring Person, (ii) no person group shall become an Acquiring Person as the result upon acquisition of an acquisition of Common Shares by the Company which increases the proportionate number of shares beneficially owned by such person and its affiliates and associates to 20additional 0.25% or more of our voting shares, unless such acquisition of additional voting shares is pursuant to a dividend or distribution paid or made by the Common Shares then Company on our outstanding (provided, however, that if such voting stock or pursuant to a split or subdivision of our outstanding voting stock); or • any person becomes the beneficial owner or group of 20affiliated or associated persons whose ownership of 15% or more of the Common Shares our shares of voting stock then outstanding results solely from (i) any action or transaction or transactions approved by reason our Board of share acquisitions Directors before such person or group became an Acquiring Person or (ii) a reduction in the number of our issued and outstanding voting shares pursuant to a transaction or transactions approved by the Company and, after our Board of Directors (provided that any such share acquisitions, (A) acquires beneficial ownership person or group shall become an Acquiring Person upon acquisition of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number our voting shares, unless such acquisition of Common Shares then outstanding, then such person shall be deemed additional voting shares is pursuant to be an Acquiring Person), (iii) no person who, together with its affiliates and associates, was the beneficial owner of 20% a dividend or more of the aggregate number of Common Shares of distribution paid or made by the Company on our outstanding as voting stock or pursuant to a split or subdivision of 5:00 p.m.our outstanding voting stock). In addition, New York time, on June 28, 2004 shall be deemed an Acquiring Person (provided, however, that if such person or any of its affiliates and associates, after 5:00 p.m., New York time, on June 28, 2004, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number of Common Shares of the Company then outstanding, then such person shall be deemed to be an Acquiring Person), and (iv) if the our Board of Directors of the Company determines in good faith that a person who would otherwise be became an Acquiring Person has become such inadvertentlyinadvertently and without any intention of changing or influencing control over our Company, and then such person divests will not be deemed to become an Acquiring Person unless and until such person have failed to divest itself, as promptly soon as practicable a practicable, of sufficient number of Common Shares voting shares so that such person would no longer be otherwise qualify as an Acquiring Person, then such person shall not be deemed to be an Acquiring Person for any purposes of the Rights Agreement.

Acquiring Person. An "Acquiring Person" Person does not include: · the Company or any of our subsidiaries; · any employee benefit plan or employee stock plan of the Company or of any or our subsidiaries or any trust or other entity organized, appointed, established or holding capital shares for or pursuant to the terms of any such plan; · any person who is an “investment advisor” to mutual funds or a trustee of trusts qualified under Section 401(a) of the Code sponsored by unrelated corporation, if immediately after any increase in beneficial ownership of the capital stock of the Company by such person, (A) such person would not otherwise be deemed to have equaled or exceeded the 10% Threshold, (B) no single mutual fund or qualified trust advised by such investment advisor or such investment advisor or such trustee, respectively, actually owns or beneficially owns, based on certain federal tax principles set forth in the A&R Rights Agreement, an amount of capital stock that equals or exceeds the 4.9% Threshold, and (C) such investment advisor or trustee beneficially owns (other than with respect to such mutual funds or such trusts, as applicable) less than the 4.9% Threshold; · any person who, together with all affiliates and associates of such person, is the beneficial owner of capital stock of the Company that equals or exceeds the 4.9% Threshold and whose beneficial ownership would not, as determined by our Board of Directors, be inconsistent with the purposes of the A&R Rights Agreement; provided, however, that, unless otherwise determined by our Board of Directors, if a person is an Exempt Person (as defined in the A&R Rights Agreement) solely by reason of this clause, then such person shall cease to be an Exempt Person (as defined in the A&R Rights Agreement) if (1) such person ceases to beneficially own an amount of capital stock of the Company that equals or exceeds the 4.9% Threshold or (2) our Board of Directors makes a contrary determination with respect to the effect of such person’s beneficial ownership (together with all affiliates and associates of such person) with respect to the availability to the Company of its Tax Benefits; · Leucadia National Corporation (together with its subsidiaries, “Leucadia”), for so long as Leucadia does not beneficially own an amount of capital stock of the Company that equals or exceeds the 10% Threshold; · any person or group of affiliated or associated persons who have acquired beneficial ownership of 20% or more immediately prior to the earlier to occur of the outstanding Common Shares, other than the Company, any subsidiary date of the Company, or any employee benefit plan A&R Rights Agreement and the first public announcement of the adoption of the A&R Rights Agreement is the beneficial owner of capital stock of the Company that equals or its subsidiaries exceeds either the 4.9% Threshold or the 10% Threshold ("Exempt Persons"); provided, however “Existing Holder”) (provided that (i) in no event shall any Exempt Person be deemed to be an Acquiring Person, (ii) no such person or group shall become an Acquiring Person upon acquisition of (A) with respect to a person that is an Existing Holder as a result of the 4.9% Threshold, any additional shares of capital stock of the Company then outstanding and (B) with respect to a person that is an Existing Holder as a result of the 10% Threshold, and provided that such Existing Holder remains below the 4.9% Threshold, any additional shares of capital stock representing one quarter of one percent (0.25%) or more of our then outstanding capital shares (in each case, unless such acquisition of additional capital shares is pursuant to a dividend or distribution paid or made by the Company on our outstanding capital stock or pursuant to a split or subdivision of our outstanding capital stock); or · any person who would become an “Acquiring Person” as the result of an acquisition of Common Shares shares of capital stock of the Company by the Company which increases which, by reducing the proportionate number of shares outstanding, increases the percentage of any class of capital stock of the Company beneficially owned by such person and its affiliates and associates to 20% or more of the Common Shares then outstanding (such that such person would otherwise become an Acquiring Person; provided, however, that if any such person thereafter becomes the beneficial owner of 20% or more of the Common Shares then outstanding by reason of share acquisitions by the Company and, after such share acquisitions, (A) acquires beneficial ownership of with respect to a person that would otherwise be deemed an additional number of Common Shares which exceeds 0.25% Acquiring Person as a result of the then-4.9% Threshold, any additional shares of capital stock of the Company then outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more with respect to a person that would otherwise be deemed an Acquiring Person as a result of the aggregate number 10% Threshold, and provided that such person remains below the 4.9% Threshold, any additional shares of Common Shares capital stock of the Company representing one quarter of one percent (0.25%) of the then outstandingoutstanding voting stock of the Company (subject to certain exceptions), then such person shall will be deemed to be an Acquiring Person), (iii) no person who, together with its affiliates and associates, was Person unless upon becoming the beneficial owner of 20% or more such additional shares of the aggregate number of Common Shares capital stock of the Company outstanding such person beneficially owns less than the 4.9% Threshold or the 10% Threshold, as applicable. In addition, if our Board of 5:00 p.m., New York time, on June 28, 2004 shall be deemed Directors determines that a person became an Acquiring Person (providedinadvertently and, however, solely in the case of a person that if such person or any of its affiliates and associates, after 5:00 p.m., New York time, on June 28, 2004, (A) acquires beneficial ownership of would be an additional number of Common Shares which exceeds 0.25% Acquiring Person as a result of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 2010% Threshold, without any intention of changing or more of the aggregate number of Common Shares of the Company then outstandinginfluencing control over our Company, then such person shall will not be deemed to be an Acquiring Person), and (iv) if the Board of Directors of the Company determines in good faith that a person who would otherwise be become an Acquiring Person has become such inadvertently, unless and until such person divests have failed to divest itself, as promptly soon as practicable a practicable, of sufficient number of Common Shares capital shares so that such person would no longer be otherwise qualify as an Acquiring Person, then such person shall not be deemed to be an Acquiring Person for any purposes of the Rights Agreement.

Acquiring Person. An "Acquiring Person" is a person or group of affiliated or associated persons who have acquired beneficial ownership of 2015% or more of the outstanding Common Shares, other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or its subsidiaries subsidiaries, or any Person ("Exempt Persons"); providedtogether with such Person's Affiliates and Associates) who was a Beneficial Owner of Common Shares on the Record Date unless such Person, however that alone or together with such Person's Affiliates and Associates, becomes the Beneficial Owner of a percentage of the aggregate number of Common Shares of the Company then outstanding equal to or greater than a percentage equal to 1.5 multiplied by a fraction, the numerator of which is (iX) the number of Common Shares beneficially owned by such Person and such Person's Affiliates and Associates on the Record Date (but not including for such purposes, any securities which such Person has the right to acquire pursuant to any agreement, arrangement or understanding, including any stock option, warrant, convertible security or other right to acquire Common Shares) and the denominator of which is (Y) the aggregate number of Common Shares outstanding on the Record Date. Notwithstanding the foregoing, in no event shall (i) any Exempt Person be deemed to be an Acquiring Person, Person and (ii) no person Person shall become an "Acquiring Person Person", as the result of an acquisition of Common Shares by the Company which which, by reducing the number of the Company's Common Shares outstanding, increases the proportionate number of shares beneficially owned by such person and its affiliates and associates Person to 2015% or more of the Common Shares then outstanding (providedoutstanding; PROVIDED, howeverHOWEVER, that if such person becomes a (i) Person shall become the beneficial owner Beneficial Owner of 2015% or more of the Common Shares of the Company then outstanding or, (ii) in the case of an Exempt Person, such Exempt Person would otherwise cease to be deemed to be an Exempt Person, by reason of of, in each case, share acquisitions by the Company andand shall, after such share acquisitions, (A) acquires acquire, in one or more transactions, beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns own after such acquisition 20% or more of the aggregate number of Common Shares then outstanding, then such person shall be deemed to be an Acquiring Person), (iii) no person who, together with its affiliates and associates, was the beneficial owner of 20% or more of the aggregate number of Common Shares of the Company outstanding as of 5:00 p.m., New York time, on June 28, 2004 shall be deemed an Acquiring Person (provided, however, that if such person or any of its affiliates and associates, after 5:00 p.m., New York time, on June 28, 2004, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 2015% or more of the aggregate number of Common Shares of the Company then outstanding, or, in the case of an Exempt Person, such number of Common Shares of the Company that would cause such Exempt Person to cease to be an Exempt Person, then such person Person shall be deemed to be an "Acquiring Person)." In addition, and (iv) if the Board of Directors of the Company determines in good faith that a person Person who would otherwise be an Acquiring Person Person, has become such inadvertently, and such person Person divests as promptly as practicable a sufficient number of Common Shares so that such person Person would no longer be an Acquiring Person, then such person Person shall not be deemed to be an "Acquiring Person Person" for any purposes of the Rights Agreement.

Acquiring Person. An "Acquiring Person" is a person or group of affiliated or associated persons who have acquired beneficial ownership of 20% or more of the outstanding Common Shares, other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or its subsidiaries ("Exempt Persons"); provided. Notwithstanding the foregoing, however that (i) in no event shall any Exempt Person be deemed to be person will become an "Acquiring Person, (ii) no person shall become an Acquiring Person " as the result of an acquisition of Common Shares by the Company which which, by reducing the number of the Company's Common Shares outstanding, increases the proportionate number of shares beneficially owned by such person and its affiliates and associates Person to 20% or more of the Common Shares then outstanding (outstanding, provided, however, that if such a person becomes the beneficial owner of 20% or more of the Company's Common Shares then outstanding by reason of share acquisitions by the Company and, after such share acquisitionsacquisitions by the Company, (A) acquires beneficial ownership of an any additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number of Common Shares then outstanding, then such person shall be deemed to be an Acquiring Person), (iii) no person who, together with its affiliates and associates, was the beneficial owner of 20% or more of the aggregate number of Common Shares of the Company outstanding as of 5:00 p.m., New York time, on June 28, 2004 shall be deemed an Acquiring Person (provided, however, that if such person or any of its affiliates and associates, after 5:00 p.m., New York time, on June 28, 2004, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number of Common Shares of the Company then outstanding, then such person shall Person will be deemed to be an "Acquiring Person"; (ii) certain of the Franklin Funds and their affiliates and associates ("Franklin"), who currently own more than 20% of the outstanding Common Shares, will not be deemed to be an "Acquiring Person" unless they acquire beneficial ownership of additional Common Shares and thereafter beneficially own 27.5% or more of the outstanding Common Shares, except that they may beneficially own more Common Shares than at the date of the Rights Agreement only if they grant an irrevocable proxy to the Chief Executive Officer of the Company with respect to all such additional Common Shares (which proxy provides that the Common Shares subject to it must be voted in each case in the same manner and in the same proportions as all Common Shares of the Company not owned by Franklin); (iii) a person (other than Franklin) who becomes a beneficial owner of 20% or more of the outstanding Common Shares upon acquiring in a single transaction Common Shares previously beneficially owned by Franklin will not be deemed to be an "Acquiring Person," so long as such person immediately after such transaction does not beneficially own more Common Shares than its transferee beneficially owned immediately prior to such transaction, and so long as such person does not then or thereafter beneficially own more than the lesser of (x) 2,512,769 Common Shares (the number of Common Shares beneficially owned by Franklin at the date of the Rights Agreement), or (y) the number of Common Shares of the Company beneficially owned by such person immediately following such transaction (such person must also give timely notice of such transaction to the Company); (iv) certain of the Contrarian Funds and their affiliates and associates ("Contrarian"), who currently own more than 20% of the outstanding Common Shares, will not be deemed to be an "Acquiring Person" unless they acquire beneficial ownership of additional Common Shares and thereafter beneficially own 30% or more of the outstanding Common Shares, except that they may beneficially own more Common Shares than at the date of the Rights Agreement only if they grant an irrevocable proxy to the Chief Executive Officer of the Company with respect to all such additional Common Shares (which proxy provides that the Common Shares subject to it must be voted in each case in the same manner and in the same proportions as all Common Shares of the Company not owned by Contrarian); (v) a person (other than Contrarian) who becomes a beneficial owner of 20% or more of the outstanding Common Shares upon acquiring in a single transaction Common Shares previously beneficially owned by Contrarian will not be deemed to be an "Acquiring Person," so long as such person immediately after such transaction does not beneficially own more Common Shares than its transferee beneficially owned immediately prior to such transaction, and so long as such person does not then or thereafter beneficially own more than the lesser of (x) 2,859,529 Common Shares (the number of Common Shares beneficially owned by Contrarian at the date of the Rights Agreement), or (y) the number of Common Shares of the Company beneficially owned by such person immediately following such transaction (such person must also give timely notice of such transaction to the Company); and (ivvi) if the Board of Directors of the Company determines in good faith that a person who would otherwise be an Acquiring Person has become such inadvertently, and such person Person divests as promptly as practicable a sufficient number of Common Shares so that such person Person would no longer be an Acquiring Person, then such person Person shall not be deemed to be an "Acquiring Person Person." The exception from the definition of "Acquiring Person" for any purposes person described in clauses (ii) through (v) of this paragraph will terminate when such person no longer owns 20% or more of the Rights AgreementCompany's outstanding Common Shares.

Acquiring Person. An "Acquiring Person" is a Person does not include: • the Company or any of our subsidiaries; • any employee benefit plan or employee stock plan of the Company or of any or our subsidiaries or any trust or other entity organized, appointed, established or holding voting shares for or pursuant to the terms of any such plan; • subject to certain exceptions, any Passive Institutional Investor unless and until such time as such Passive Institutional Investor acquires beneficial ownership of fifteen percent (15%) or more of our shares of voting stock then outstanding; • any person or group of affiliated or associated persons who have acquired who, as of 5:00 p.m. New York City time on November 25, 2013, is the beneficial ownership owner of 20% ten percent (10%) (fifteen percent (15%) in the case of a Passive Institutional Investor) or more of the our shares of voting stock then outstanding Common Shares, other than the Company, (provided that any subsidiary of the Company, such person or any employee benefit plan of the Company or its subsidiaries ("Exempt Persons"); provided, however that (i) in no event shall any Exempt Person be deemed to be an Acquiring Person, (ii) no person group shall become an Acquiring Person upon acquisition of an additional one-quarter of one percent (0.25%) or more of our then-outstanding voting shares, unless such acquisition of additional voting shares is pursuant to a dividend or distribution paid or made by the Company on our US_ACTIVE:\44377314\4\11727.0008 outstanding voting stock or pursuant to a split or subdivision of our outstanding voting stock); or • any person who would become an “Acquiring Person” as the result of an acquisition of Common Shares shares of voting stock of the Corporation by the Company which Corporation which, by reducing the number of shares outstanding, increases the proportionate number of shares of voting stock of the Corporation beneficially owned by such person and its affiliates and associates to 20% or more of the Common Shares then outstanding (so that such person would otherwise become an Acquiring Person; provided, however, that if any such person thereafter becomes the beneficial owner of 20% or more additional shares of voting stock of the Common Shares then outstanding by reason Corporation representing one-quarter of share acquisitions by the Company and, after such share acquisitions, one percent (A0.25%) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more voting stock of the aggregate number of Common Shares then outstandingCorporation (subject to certain exceptions), then such person shall will be deemed to be an Acquiring Person), (iii) no person who, together with its affiliates and associates, was Person unless upon becoming the beneficial owner of 20% such additional shares of voting stock of the Corporation such person does not beneficially own ten percent (10%) (fifteen percent (15%) in the case of a Passive Institutional Investor) or more of the aggregate number shares of Common Shares voting stock of the Company outstanding as of 5:00 p.m., New York time, on June 28, 2004 shall be deemed an Acquiring Person (provided, however, that if such person or any of its affiliates and associates, after 5:00 p.m., New York time, on June 28, 2004, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number of Common Shares of the Company Corporation then outstanding. In addition, then such person shall be deemed to be an Acquiring Person), and (iv) if the our Board of Directors of the Company determines in good faith that a person who would otherwise be became an Acquiring Person has become such inadvertentlyinadvertently and without any intention of changing or influencing control over our Company, and then such person divests will not be deemed to become an Acquiring Person unless and until such person have failed to divest itself, as promptly soon as practicable a practicable, of sufficient number of Common Shares voting shares so that such person would no longer be otherwise qualify as an Acquiring Person, then such person shall not be deemed to be an Acquiring Person for any purposes of the Rights Agreement.

Acquiring Person. An "Acquiring Person" is a Person does not include: · the Company or any of our subsidiaries; · any employee benefit plan or employee stock plan of the Company or of any or our subsidiaries or any trust or other entity organized, appointed, established or holding voting shares for or pursuant to the terms of any such plan; · any person or group of affiliated or associated persons who have acquired who, immediately prior to the date of the Rights Agreement, is the beneficial ownership owner of 2015% or more of the our shares of voting stock then outstanding Common Shares, other than the Company, (provided that any subsidiary of the Company, such person or any employee benefit plan of the Company or its subsidiaries ("Exempt Persons"); provided, however that (i) in no event shall any Exempt Person be deemed to be an Acquiring Person, (ii) no person group shall become an Acquiring Person as the result upon acquisition of an acquisition of Common Shares by the Company which increases the proportionate number of shares beneficially owned by such person and its affiliates and associates to 20additional 0.25% or more of our voting shares, unless such acquisition of additional voting shares is pursuant to a dividend or distribution paid or made by the Common Shares then Company on our outstanding (provided, however, that if such voting stock or pursuant to a split or subdivision of our outstanding voting stock); or · any person becomes the beneficial owner or group of 20affiliated or associated persons whose ownership of 15% or more of the Common Shares our shares of voting stock then outstanding results solely from (i) any action or transaction or transactions approved by reason our Board of share acquisitions Directors before such person or group became an Acquiring Person or (ii) a reduction in the number of our issued and outstanding voting shares pursuant to a transaction or transactions approved by the Company and, after our Board of Directors (provided that any such share acquisitions, (A) acquires beneficial ownership person or group shall become an Acquiring Person upon acquisition of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number our voting shares, unless such acquisition of Common Shares then outstanding, then such person shall be deemed additional voting shares is pursuant to be an Acquiring Person), (iii) no person who, together with its affiliates and associates, was the beneficial owner of 20% a dividend or more of the aggregate number of Common Shares of distribution paid or made by the Company on our outstanding as voting stock or pursuant to a split or subdivision of 5:00 p.m.our outstanding voting stock). In addition, New York time, on June 28, 2004 shall be deemed an Acquiring Person (provided, however, that if such person or any of its affiliates and associates, after 5:00 p.m., New York time, on June 28, 2004, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number of Common Shares of the Company then outstanding, then such person shall be deemed to be an Acquiring Person), and (iv) if the our Board of Directors of the Company determines in good faith that a person who would otherwise be became an Acquiring Person has become such inadvertentlyinadvertently and without any intention of changing or influencing control over our Company, and then such person divests will not be deemed to become an Acquiring Person unless and until such person have failed to divest itself, as promptly soon as practicable a practicable, of sufficient number of Common Shares voting shares so that such person would no longer be otherwise qualify as an Acquiring Person, then such person shall not be deemed to be an Acquiring Person for any purposes of the Rights Agreement.

Acquiring Person. An The term "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, is a person or group the Beneficial Owner of affiliated or associated persons who have acquired beneficial ownership of 2010% or more of the outstanding Company's Common SharesShares then outstanding, other than but shall not include the Company, any subsidiary Subsidiary of the Company, or any employee benefit plan of the Company or its subsidiaries ("Exempt Persons"); providedany Subsidiary of the Company or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan. Notwithstanding the foregoing, however that (i) in no event shall any Exempt Person be deemed to be an Acquiring Person, (ii) no person shall become an Acquiring Person as the result of an acquisition of Common Shares by the Company which which, by reducing the number of Common Shares outstanding, increases the proportionate number of shares Common Shares beneficially owned by such person and its affiliates and associates Person to 2010% or more of the Common Shares then outstanding (providedoutstanding; PROVIDED, howeverHOWEVER, that if such person a Person becomes the beneficial owner Beneficial Owner of 2010% or more of the Common Shares then outstanding by reason of share acquisitions purchases by the Company andand shall, after such share acquisitionspurchases by the Company, (A) acquires beneficial ownership become the Beneficial Owner of an any additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number of Common Shares then outstandingShares, then such person Person shall be deemed to be an Acquiring Person)Person unless, (iii) no person whoupon the consummation of the acquisition of such additional Common Shares, together with its affiliates and associates, was the beneficial owner of 20such Person does not own 10% or more of the aggregate number of Common Shares of the Company outstanding as of 5:00 p.m., New York time, on June 28, 2004 shall be deemed an Acquiring Person (provided, however, that if such person or any of its affiliates and associates, after 5:00 p.m., New York time, on June 28, 2004, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number of Common Shares of the Company then outstanding. Notwithstanding the foregoing, then such person shall be deemed to be an Acquiring Person), and if (ivi) if the Board of Directors of the Company determines in good faith that a person Person who would otherwise be an Acquiring Person has become became such inadvertentlyinadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of Common Shares that would otherwise cause such Person to be an Acquiring Person, or (B) such Person was aware of the existence of its Beneficial Ownership of Common Shares but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without any intention of changing or influencing control of the Company, but in no event if such Person beneficially owned or owns in excess of 11% of the Common Shares then outstanding, and if such person divests Person as promptly as practicable practicable, but in no event later than 10 business days after becoming aware of such ownership of Common Shares or of such consequences, divested or divests itself of Beneficial Ownership of a sufficient number of Common Shares so that such person Person would no longer be an Acquiring Person, or (ii) the Company's Board of Directors otherwise determines in good faith that a Person who would otherwise be an Acquiring Person became such inadvertently, then such person Person shall not be deemed to be or to have become an Acquiring Person for any purposes of the Rights this Agreement.