Common use of Acquiring Person Clause in Contracts

Acquiring Person. The term "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 10% or more of the Common Shares (as such term is hereinafter defined) of the Company then outstanding, but shall not include the Company, any Subsidiary (as such term is hereinafter defined) of the Company, any employee benefit plan of the Company or any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such 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 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 be 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. Notwithstanding the foregoing, if (i) a Person who would otherwise be an "Acquiring Person" became such inadvertently (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 of the Company then outstanding, and if such Person as promptly as practicable, but in no event later than ten (10) business days after becoming aware of such ownership of Common Shares of the Company or of such consequences, divested or divests 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 shall not be deemed to be or to have become an "Acquiring Person" for any purposes of this Agreement.

Acquiring Person. The term An "Acquiring Person" shall mean any Person (as such term is hereinafter defined) a person or group of affiliated or associated persons who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) have acquired beneficial ownership of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 1020% or more of the outstanding Common Shares (as such term is hereinafter defined) of the Company then outstandingShares, but shall not include other than the Company, any Subsidiary (as such term is hereinafter defined) 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 Subsidiary of the Company or any entity holding Common Shares for or pursuant Exempt Person be deemed to the terms of any such plan. Notwithstanding the foregoingbe an Acquiring Person, (ii) no Person person shall become an "Acquiring Person" Person as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, which increases the proportionate number of shares beneficially owned by such Person person and its affiliates and associates 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 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 be an "Acquiring Person" unless upon the consummation of the acquisition of such additional Common Shares such Person does not own 1020% or more of the Common Shares then outstanding. Notwithstanding outstanding (provided, however, that if such person becomes the foregoingbeneficial owner of 20% or more of the Common Shares then outstanding by reason of share acquisitions by the Company and, if (i) a Person who would otherwise be an "Acquiring Person" became after such inadvertently (includingshare acquisitions, without limitation, because (A) such Person was unaware that it beneficially owned a percentage acquires beneficial ownership of an additional number of Common Shares that would otherwise cause which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such Person 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 Person was aware acquisition 20% or more of the existence aggregate number 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 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 Person inadvertently, and such person divests as promptly as practicable, but in no event later than ten (10) business days after becoming aware of such ownership of Common Shares of the Company or of such consequences, divested or divests itself of Beneficial Ownership of practicable 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 this the Rights Agreement.

Acquiring Person. The term An "Acquiring Person" shall mean any Person (as such term is hereinafter defined) a person or group of affiliated or associated persons who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) have acquired beneficial ownership of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 1015% or more of the outstanding Common Shares (as such term is hereinafter defined) of the Company then outstandingShares, but shall not include other than the Company, any Subsidiary (as such term is hereinafter defined) 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 Subsidiary of the Company or any entity holding Common Shares for or pursuant Exempt Person be deemed to the terms of any such plan. Notwithstanding the foregoingbe an Acquiring Person, (ii) no Person person shall become an "Acquiring Person" Person as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, which increases the proportionate number of shares beneficially owned by such Person person and its affiliates and associates 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 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 be an "Acquiring Person" unless upon the consummation of the acquisition of such additional Common Shares such Person does not own 1015% or more of the Common Shares then outstanding. Notwithstanding outstanding (provided, however, that if such person becomes the foregoingbeneficial owner of 15% or more of the Common Shares then outstanding by reason of share acquisitions by the Company and, if (i) a Person who would otherwise be an "Acquiring Person" became after such inadvertently (includingshare acquisitions, without limitation, because (A) such Person was unaware that it beneficially owned a percentage acquires beneficial ownership of an additional number of Common Shares that would otherwise cause which exceeds the lesser of 10,000 Common Shares or 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such Person acquisition 15% 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 15% or more of the aggregate number of Common Shares of the Company outstanding as of 5:00 p.m., New York time, on July 2, 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 July 2, 1998, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 2% of the then-outstanding Common Shares and (B) beneficially owns after such Person was aware acquisition 15% or more of the existence aggregate number 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 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 Person inadvertently, and such person divests as promptly as practicable, but in no event later than ten (10) business days after becoming aware of such ownership of Common Shares of the Company or of such consequences, divested or divests itself of Beneficial Ownership of practicable 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 this the Rights Agreement.

Acquiring Person. The term "An Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 10% or more of the Common Shares (as such term is hereinafter defined) of does not include: · the Company then outstanding, but shall not include the Company, or any Subsidiary (as such term is hereinafter defined) of the Company, our subsidiaries; · any employee benefit plan or employee stock plan of the Company or of any Subsidiary of the Company or our subsidiaries or any trust or other entity organized, appointed, established or holding Common Shares voting shares for or pursuant to the terms of any such plan; · any person or group of affiliated or associated persons who, as of 5:00 p.m. New York City time on February 9. Notwithstanding 2015, is the foregoing, no Person beneficial owner of 10% or more of our shares of voting stock then outstanding (provided that any such person or 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 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 to 10% or more of the Common Shares of the Company then outstandingperson so that such person would otherwise become an Acquiring Person; provided, however, that if a Person any such person thereafter becomes the Beneficial Owner beneficial owner of 10% or more additional shares of voting stock of the Common Shares Corporation representing one-quarter of one percent (0.25%) of the Company then then-outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares voting stock of the CompanyCorporation (subject to certain exceptions), then such Person shall person will be deemed to be an "Acquiring Person" Person unless upon · becoming the consummation of the acquisition beneficial owner of such additional Common Shares shares of voting stock of the Corporation such Person person does not beneficially own 10% or more of the Common Shares shares of voting stock of the Corporation then outstanding. Notwithstanding the foregoingIn addition, if (i) our Board of Directors determines in good faith that a person became an Acquiring Person who would otherwise be an "Acquiring Person" became such inadvertently (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 over our Company, but in no event if then such person will not be deemed to become an Acquiring Person beneficially owned or owns in excess of 11% of the Common Shares of the Company then outstandingunless and until such person have failed to divest itself, and if such Person as promptly soon as practicable, but in no event later than ten (10) business days after becoming aware of such ownership of Common Shares of the Company or of such consequences, divested or divests itself of Beneficial Ownership of a sufficient number of Common Shares voting shares so that such person would no longer be otherwise qualify as 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 shall not be deemed to be or to have become an "Acquiring Person" for any purposes of this Agreement.

Acquiring Person. The term An "Acquiring Person" shall mean any Person (as such term is hereinafter defined) a person or group of affiliated or associated persons who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) have acquired beneficial ownership of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 1015% or more of the outstanding Common Shares (as such term is hereinafter defined) of the Company then outstandingShares, but shall not include other than the Company, any Subsidiary (as such term is hereinafter defined) subsidiary of the Company, any employee benefit plan of the Company or its subsidiaries, or any Subsidiary Person (together with such Person's Affiliates and Associates) who was a Beneficial Owner of Common Shares on the Record Date unless such Person, 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 any entity holding greater than a percentage equal to 1.5 multiplied by a fraction, the numerator of which is (X) 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 or 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 terms denominator of any such planwhich 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 and (ii) no Person shall become an "Acquiring Person" ", as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares the Company's Common Shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 1015% or more of the Common Shares of the Company then outstanding; providedPROVIDED, howeverHOWEVER, that if a (i) Person becomes shall become the Beneficial Owner of 1015% 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 purchases acquisitions by the Company and shall, after such share purchases by acquisitions, (A) acquire, in one or more transactions, beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the Company, become then-outstanding Common Shares and (B) beneficially own after such acquisition 15% or more of the Beneficial Owner aggregate number of any additional Common Shares of the CompanyCompany 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 shall be deemed to be 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. Notwithstanding the foregoingIn addition, if (i) a Person who would otherwise be an "Acquiring Person" became such inadvertently (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 of the Company then outstanding, and if such Person as promptly as practicable, but in no event later than ten (10) business days after becoming aware of such ownership of Common Shares of the Company or of such consequences, divested or divests 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 , 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 or to have become an "Acquiring Person" for any purposes of this the Rights Agreement.

Acquiring Person. The term "An Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 10% or more of the Common Shares (as such term is hereinafter defined) of does not include: · the Company then outstanding, but shall not include the Company, or any Subsidiary (as such term is hereinafter defined) of the Company, our subsidiaries; · any employee benefit plan or employee stock plan of the Company or of any Subsidiary of the Company or our subsidiaries or any trust or other entity organized, appointed, established or holding Common Shares voting shares for or pursuant to the terms of any such plan. Notwithstanding ; · any person or group of affiliated or associated persons who, immediately prior to the foregoingdate of the Rights Agreement, no Person shall become an "Acquiring Person" as is the result beneficial owner of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 1015% or more of the Common Shares our shares of the Company voting stock then outstanding; provided, however, outstanding (provided that if a any such person or group shall become an Acquiring Person becomes the Beneficial Owner upon acquisition of 10an additional 0.25% or more of the Common Shares our voting shares, unless such acquisition of the Company then outstanding by reason of share purchases additional voting shares is pursuant to a dividend or distribution paid or made by the Company and shall, after such share purchases by the Company, become the Beneficial Owner on our outstanding voting stock or pursuant to a split or subdivision of our outstanding voting stock); or · any additional Common Shares person or group of the Company, then such Person shall be deemed to be an "Acquiring Person" unless upon the consummation affiliated or associated persons whose ownership of the acquisition of such additional Common Shares such Person does not own 1015% or more of the Common Shares our shares of voting stock then outstanding. Notwithstanding the foregoing, if outstanding results solely from (i) a any action or transaction or transactions approved by our Board of Directors before such person or group became an Acquiring Person who would otherwise be an "Acquiring Person" became such inadvertently (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 (Bii) a reduction in the number of our issued and outstanding voting shares pursuant to a transaction or transactions approved by our Board of Directors (provided that any such person or group shall become an Acquiring Person was aware upon acquisition of an additional 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 existence Company on our outstanding voting stock or pursuant to a split or subdivision of its Beneficial Ownership our outstanding voting stock). In addition, if our Board of Common Shares but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) Directors determines in good faith that a person became an Acquiring Person inadvertently and without any intention of changing or influencing control of the over our Company, but in no event if then such person will not be deemed to become an Acquiring Person beneficially owned or owns in excess of 11% of the Common Shares of the Company then outstandingunless and until such person have failed to divest itself, and if such Person as promptly soon as practicable, but in no event later than ten (10) business days after becoming aware of such ownership of Common Shares of the Company or of such consequences, divested or divests itself of Beneficial Ownership of a sufficient number of Common Shares voting shares so that such person would no longer be otherwise qualify as 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 shall not be deemed to be or to have become an "Acquiring Person" for any purposes of this Agreement.

Acquiring Person. The term "An Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 10% or more of the Common Shares (as such term is hereinafter defined) of does not include: · the Company then outstanding, but shall not include the Company, or any Subsidiary (as such term is hereinafter defined) of the Company, our subsidiaries; · any employee benefit plan or employee stock plan of the Company or of any Subsidiary of the Company or our subsidiaries or any trust or other entity organized, appointed, established or holding Common Shares capital shares for or pursuant to the terms of any such plan. Notwithstanding ; · any person who is an “investment advisor” to mutual funds or a trustee of trusts qualified under Section 401(a) of the foregoingCode 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 immediately prior to the earlier to occur of the date of the 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 exceeds either the 4.9% Threshold or the 10% Threshold (“Existing Holder”) (provided that any 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, by reducing the number of shares outstanding, increases the proportionate number percentage of shares any class of capital stock of the Company beneficially owned by such Person to 10% or more of the Common Shares of the Company then outstandingperson such that such person would otherwise become an Acquiring Person; provided, however, that if a Person any such person thereafter becomes the Beneficial Owner beneficial owner of 10% or more (A) with respect to a person that would otherwise be deemed an Acquiring Person as a result of the Common Shares 4.9% Threshold, any additional shares of capital stock of the Company then outstanding by reason and (B) with respect to a person that would otherwise be deemed an Acquiring Person as a result of share purchases by the 10% Threshold, and provided that such person remains below the 4.9% Threshold, any additional shares of capital stock of the Company and shall, after such share purchases by the Company, become the Beneficial Owner representing one quarter of any additional Common Shares one percent (0.25%) of the Companythen outstanding voting stock of the Company (subject to certain exceptions), then such Person shall person will be deemed to be an "Acquiring Person" Person unless upon becoming the consummation of the acquisition beneficial owner of such additional Common Shares shares of capital stock of the Company such Person does not own person beneficially owns less than the 4.9% Threshold or the 10% or more Threshold, as applicable. In addition, if our Board of Directors determines that a person became an Acquiring Person inadvertently and, solely in the case of a person that would be an Acquiring Person as a result of the Common Shares then outstanding. Notwithstanding the foregoing10% Threshold, if (i) a Person who would otherwise be an "Acquiring Person" became such inadvertently (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 over our Company, but in no event if then such person will not be deemed to become an Acquiring Person beneficially owned or owns in excess of 11% of the Common Shares of the Company then outstandingunless and until such person have failed to divest itself, and if such Person as promptly soon as practicable, but in no event later than ten (10) business days after becoming aware of such ownership of Common Shares of the Company or of such consequences, divested or divests itself of Beneficial Ownership of a sufficient number of Common Shares capital shares so that such person would no longer be otherwise qualify as 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 shall not be deemed to be or to have become an "Acquiring Person" for any purposes of this Agreement.

Acquiring Person. The term "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be is the Beneficial Owner (as such term is hereinafter defined) of 10% or more of the Company's Common Shares (as such term is hereinafter defined) of the Company then outstanding, but shall not include the Company, any Subsidiary (as such term is hereinafter defined) of the Company, any employee benefit plan of the Company or any 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, no Person shall become an "Acquiring Person" Person as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares Common Shares outstanding, increases the proportionate number of shares Common Shares beneficially owned by such Person to 10% or more of the Common Shares of the Company then outstanding; providedPROVIDED, howeverHOWEVER, 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 shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the CompanyShares, then such Person shall be deemed to be an "Acquiring Person" unless Person unless, upon the consummation of the acquisition of such additional Common Shares Shares, such Person does not own 10% or more of the Common Shares then outstanding. Notwithstanding the foregoing, if (i) a Person who would otherwise be an "Acquiring Person" Person became such inadvertently (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 of the Company then outstanding, and if such Person as promptly as practicable, but in no event later than ten (10) 10 business days after becoming aware of such ownership of Common Shares of the Company 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 of the Company otherwise determines in good faith that a Person who would otherwise be an "Acquiring Person" Person became such inadvertently, then such Person shall not be deemed to be or to have become an "Acquiring Person" Person for any purposes of this Agreement.

Acquiring Person. The term An "Acquiring Person" shall mean any Person (as such term is hereinafter defined) a person or group of affiliated or associated persons who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) have acquired beneficial ownership of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 1020% or more of the outstanding Common Shares (as such term is hereinafter defined) of the Company then outstandingShares, but shall not include other than the Company, any Subsidiary (as such term is hereinafter defined) subsidiary of the Company, or any employee benefit plan of the Company or any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such planits subsidiaries ("Exempt Persons"). Notwithstanding the foregoing, (i) no Person shall person will become an "Acquiring Person" as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares the Company's Common Shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 1020% or more of the Common Shares of the Company then outstanding; , provided, however, that if a Person person becomes the Beneficial Owner beneficial owner of 1020% or more of the Company's Common Shares then outstanding by reason of share acquisitions by the Company and, after such share acquisitions by the Company, (A) acquires beneficial ownership of any additional Common Shares and (B) beneficially owns after such acquisition 20% or more of the aggregate number of Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Companyoutstanding, then such Person shall 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 upon the consummation they acquire beneficial ownership of the acquisition of such additional Common Shares such Person does not and thereafter beneficially own 1027.5% or more of the outstanding Common Shares, except that they may beneficially own more Common Shares then outstanding. Notwithstanding than at the foregoing, 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 (iwhich 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 person (other than Franklin) who would otherwise be an "Acquiring Person" became such inadvertently (including, without limitation, because (A) such Person was unaware that it becomes a beneficial owner of 20% or more of the outstanding Common Shares upon acquiring in a single transaction Common Shares previously beneficially owned a percentage of Common Shares that would otherwise cause such Person 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 (Bx) such Person was aware of 2,512,769 Common Shares (the existence of its Beneficial Ownership number of Common Shares but had no actual knowledge beneficially owned by Franklin at the date of the consequences of such Beneficial Ownership under this Rights Agreement), or (y) 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 of the Company then outstanding, and if such Person as promptly as practicable, but in no event later than ten (10) business days after becoming aware of such ownership number of Common Shares of the Company or beneficially owned by such person immediately following such transaction (such person must also give timely notice of such consequencestransaction to the Company); (iv) certain of the Contrarian Funds and their affiliates and associates ("Contrarian"), divested 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 (vi) 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 itself of Beneficial Ownership of as promptly as practicable a sufficient number of Common Shares so that such person 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 shall not be deemed to be or to have become an "Acquiring Person." The exception from the definition of "Acquiring Person" for any purposes person described in clauses (ii) through (v) of this Agreementparagraph will terminate when such person no longer owns 20% or more of the Company's outstanding Common Shares.

Acquiring Person. The term "An Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 10% or more of the Common Shares (as such term is hereinafter defined) of does not include: • the Company then outstanding, but shall not include the Company, or any Subsidiary (as such term is hereinafter defined) of the Company, our subsidiaries; • any employee benefit plan or employee stock plan of the Company or of any Subsidiary of the Company or our subsidiaries or any trust or other entity organized, appointed, established or holding Common Shares voting shares for or pursuant to the terms of any such plan. Notwithstanding ; • any person or group of affiliated or associated persons who, as of 5:00 p.m. New York City time on May 24, 2013, is the foregoing, no Person shall become an "Acquiring Person" as the result beneficial owner of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 1015% or more of the Common Shares our shares of the Company voting stock then outstanding; provided, however, outstanding (provided that if a any such person or group shall become an Acquiring Person becomes the Beneficial Owner upon acquisition of 10an additional 0.25% or more of the Common Shares our voting shares, unless such acquisition of the Company then outstanding by reason of share purchases additional voting shares is pursuant to a dividend or distribution paid or made by the Company and shall, after such share purchases by the Company, become the Beneficial Owner on our outstanding voting stock or pursuant to a split or subdivision of our outstanding voting stock); or • any additional Common Shares person or group of the Company, then such Person shall be deemed to be an "Acquiring Person" unless upon the consummation affiliated or associated persons whose ownership of the acquisition of such additional Common Shares such Person does not own 1015% or more of the Common Shares our shares of voting stock then outstanding. Notwithstanding the foregoing, if outstanding results solely from (i) a any action or transaction or transactions approved by our Board of Directors before such person or group became an Acquiring Person who would otherwise be an "Acquiring Person" became such inadvertently (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 (Bii) a reduction in the number of our issued and outstanding voting shares pursuant to a transaction or transactions approved by our Board of Directors (provided that any such person or group shall become an Acquiring Person was aware upon acquisition of an additional 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 existence Company on our outstanding voting stock or pursuant to a split or subdivision of its Beneficial Ownership our outstanding voting stock). In addition, if our Board of Common Shares but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) Directors determines in good faith that a person became an Acquiring Person inadvertently and without any intention of changing or influencing control of the over our Company, but in no event if then such person will not be deemed to become an Acquiring Person beneficially owned or owns in excess of 11% of the Common Shares of the Company then outstandingunless and until such person have failed to divest itself, and if such Person as promptly soon as practicable, but in no event later than ten (10) business days after becoming aware of such ownership of Common Shares of the Company or of such consequences, divested or divests itself of Beneficial Ownership of a sufficient number of Common Shares voting shares so that such person would no longer be otherwise qualify as 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 shall not be deemed to be or to have become an "Acquiring Person" for any purposes of this Agreement.

Acquiring Person. The term "An Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 10% or more of the Common Shares (as such term is hereinafter defined) of does not include: • the Company then outstanding, but shall not include the Company, or any Subsidiary (as such term is hereinafter defined) of the Company, our subsidiaries; • any employee benefit plan or employee stock plan of the Company or of any Subsidiary of the Company or our subsidiaries or any trust or other entity organized, appointed, established or holding Common Shares voting shares for or pursuant to the terms of any such plan. Notwithstanding ; • 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, as of 5:00 p.m. New York City time on November 25, 2013, is the foregoing, no Person beneficial owner of ten percent (10%) (fifteen percent (15%) in the case of a Passive Institutional Investor) or more of our shares of voting stock then outstanding (provided that any such person or 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 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 to 10% or more of the Common Shares of the Company then outstandingperson so that such person would otherwise become an Acquiring Person; provided, however, that if a Person any such person thereafter becomes the Beneficial Owner beneficial owner of 10% or more additional shares of voting stock of the Common Shares Corporation representing one-quarter of one percent (0.25%) of the Company then then-outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares voting stock of the CompanyCorporation (subject to certain exceptions), then such Person shall person will be deemed to be an "Acquiring Person" Person unless upon becoming the consummation of the acquisition beneficial owner of such additional Common Shares shares of voting stock of the Corporation such Person person does not beneficially own ten percent (10% %) (fifteen percent (15%) in the case of a Passive Institutional Investor) or more of the Common Shares shares of voting stock of the Corporation then outstanding. Notwithstanding the foregoingIn addition, if (i) our Board of Directors determines in good faith that a person became an Acquiring Person who would otherwise be an "Acquiring Person" became such inadvertently (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 over our Company, but in no event if then such person will not be deemed to become an Acquiring Person beneficially owned or owns in excess of 11% of the Common Shares of the Company then outstandingunless and until such person have failed to divest itself, and if such Person as promptly soon as practicable, but in no event later than ten (10) business days after becoming aware of such ownership of Common Shares of the Company or of such consequences, divested or divests itself of Beneficial Ownership of a sufficient number of Common Shares voting shares so that such person would no longer be otherwise qualify as 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 shall not be deemed to be or to have become an "Acquiring Person" for any purposes of this Agreement.