Common use of Adjustments to Exercise Price; Number of Rights Clause in Contracts

Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time and prior to the Separation Time (i) declare or pay a dividend on Class A Common Shares payable in Class A Common Shares, (ii) subdivide the outstanding Class A Common Shares or (iii) combine the outstanding Class A Common Shares into a smaller number of Class A Common Shares, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A Common Shares including any fractional shares in lieu of which such holder received cash (the “Expansion Factor”) that a holder of one Class A Common Share immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such Common Share will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. In the event that the Company shall at any time after the Record Time and prior to the Separation Time issue any Common Shares otherwise than in a transaction referenced in the preceding paragraph, each such Common Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share (or, if the Common Share shall be uncertificated, such Right shall be evidenced by the registration of such Common Share in the register of members of the Company and the confirmation thereof provided for in Section 2.2). Rights shall be issued by the Company in respect of Common Shares that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3.

Adjustments to Exercise Price; Number of Rights. (a) In the event that the Company shall at any time after the Record Time and prior to the Separation Time (i) declare or pay a dividend on Class A the Common Shares Stock payable in Class A Common SharesStock, (ii) subdivide the outstanding Class A Common Shares Stock or (iii) combine the outstanding Class A Common Shares Stock into a smaller number of Class A shares of Common SharesStock, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A shares of Common Shares Stock, including any fractional shares in lieu of which such holder received cash (the “"Expansion Factor”) "), that a holder of one Class A share of Common Share Stock immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof thereof, and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares Stock with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such share of Common Share Stock will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. In the event that the Company shall at any time after the Record Time and prior to the Separation Time issue any shares of Common Shares Stock otherwise than in a transaction referenced referred to in the preceding paragraph, each such share of Common Share Stock so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share (or, if the Common Share Stock shall be uncertificated, such Right shall be evidenced by the registration of such Common Share in Stock on the register of members stock transfer books of the Company and the confirmation thereof provided for in Section 2.2). Rights shall be issued by the Company in respect of shares of Common Shares Stock that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3.

Adjustments to Exercise Price; Number of Rights. (a) The Exercise Price, the number and kind of shares subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 2.3. In the event the Company Corporation shall at any time after the Record Time and prior to the Separation Time (i) Expiration Time: declare or pay a dividend on Class A the Common Shares payable in Class A Common Shares, Shares (ii) subdivide the outstanding Class A or other shares or securities exchangeable for or convertible into or giving a right to acquire Common Shares or (iiiother shares) other than pursuant to any optional stock dividend program; subdivide or change the then outstanding Common Shares into a greater number of Common Shares; combine or change the then outstanding Class A Common Shares into a smaller number of Class A Common Shares; or issue any Common Shares (or other shares or securities exchangeable for or convertible into or giving a right to acquire Common Shares or other shares) in respect of, in lieu of or in exchange for existing Common Shares in a reclassification, amalgamation, merger, statutory arrangement or consolidation; the Exercise Price and the number of Rights outstanding, or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable upon exercise of Rights shall be adjusted in the manner set forth below. If the Exercise Price and number of Rights outstanding are to be adjusted (x) the Exercise Price in effect after such adjustment will shall be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A Common Shares including any fractional shares in lieu of which such holder received cash (or other shares) (the “"Expansion Factor”") that a holder of one Class A Common Share immediately prior to such dividend, subdivision subdivision, change, combination or combination issuance would hold thereafter as a result thereof and (y) each Right held prior to such adjustment will shall become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed allocated among the shares of Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision subdivision, change, combination or combinationissuance, so that each such Common Share (or other share) will have exactly one Right associated with it. Each If the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment will be the number of securities that a holder of the securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision, change, combination or issuance would hold thereafter as a result thereof. If after the Record Time and prior to the Expiration Time the Corporation shall issue any shares other than Common Shares in a transaction of a type described in Section 2.3(a)(i) or (iv), such shares shall be treated herein as nearly equivalent to Common Shares as may be practicable and appropriate under the circumstances and the Corporation and the Rights Agent agree to amend this Agreement in order to effect, and will not consolidate with, amalgamate with or into or enter into a statutory arrangement with, any other Person unless such Person agrees to be bound by the terms of an amendment effecting such treatment. If an event occurs which would require an adjustment under both this Section 2.3 and Section 3.1 hereof, the adjustment provided for in this Section 2.3 shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 3.1 hereof. Adjustments pursuant to this paragraph Section 2.3(a) shall be made as of the payment or effective date for the applicable dividend, subdivision or combinationsuccessively whenever an event referred to in this Section 2.3(a) occurs. In the event that the Company Corporation shall at any time after the Record Time and prior to the Separation Time issue any Common Shares otherwise than in a transaction referenced referred to in the preceding paragraph, each such Common Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share share. In the event the Corporation shall at any time after the Record Time and prior to the Expiration Time fix a record date for the making of a distribution to all holders of Common Shares of rights or warrants entitling them (for a period expiring within 60 calendar days after such record date) to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for or carrying a right to purchase or subscribe for Common Shares) at a price per Common Share (or, if a security convertible into or exchangeable for or carrying a right to purchase or subscribe for Common Shares, having a conversion, exchange or exercise price (including the price required to be paid to purchase such convertible or exchangeable security or right per share)) less than the Market Price per Common Share on such record date, the Exercise Price shall be adjusted in the manner set forth below. The Exercise Price in effect after such record date shall equal the Exercise Price in effect immediately prior to such record date multiplied by a fraction, of which the numerator shall be the number of Common Shares outstanding on such record date plus the number of Common Shares which the aggregate offering price of the total number of Common Shares so to be offered (and/or the aggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered (including the price required to be paid to purchase such convertible or exchangeable securities or rights)) would purchase at such Market Price and of which the denominator shall be the number of Common Shares outstanding on such record date plus the number of additional Common Shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable). In case such subscription price may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of Rights. Such adjustment shall be made successively whenever such a record date is fixed. For purposes of this paragraph (b), the granting of the right to purchase Common Shares (whether from treasury shares or otherwise) pursuant to any dividend or interest reinvestment plan and/or any Common Share purchase plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and/or the investment of periodic optional payments and/or employee benefit or similar plans (so long as such right to purchase is in no case evidenced by the delivery of rights or warrants) shall not be deemed to constitute an issue of rights or warrants by the Corporation; provided, however, that in the case of any dividend or interest reinvestment plan, the right to purchase Common Shares is at a price per share of not less than 90% of the current market price per share (determined as provided in such plans) of the Common Shares. In the event the Corporation shall at any time after the Record Time and prior to the Expiration Time fix a record date for the making of a distribution to all holders of Common Shares of evidences of indebtedness or assets (other than an Annual Cash Dividend or a dividend paid in Common Shares) or rights or warrants (excluding those referred to in Section 2.3(b)), the Exercise Price shall be adjusted in the manner set forth below. The Exercise Price in effect after such record date shall equal the Exercise Price in effect immediately prior to such record date less the fair market value (as determined in good faith by the Board of Directors) of the portion of the assets, evidences of indebtedness, rights or warrants so to be distributed applicable to each of the securities purchasable upon exercise of one Right (such determination to be described in a statement filed with the Rights Agent and the holders of the Rights). Such adjustment shall be made successively whenever such a record date is fixed. Each adjustment made pursuant to this Section 2.3 shall be made as of: the payment or effective date for the applicable dividend, subdivision, change, combination or issuance, in the case of an adjustment made pursuant to paragraph (a) above; and the record date for the applicable dividend or distribution, in the case of an adjustment made pursuant to paragraph (b) or (c) above subject to readjustment to reverse the same if such distribution shall not be made. In the event the Corporation shall at any time after the Record Time and prior to the Expiration Time issue any shares (other than Common Shares), or rights or warrants to subscribe for or purchase any such shares, or securities convertible into or exchangeable for any such shares, in a transaction referred to in clause (a)(i) or (a)(iv) above, or if the Corporation shall take any other action (other than the issue of Common Shares) which might have a negative effect on the holders of Rights, if the Board of Directors acting in good faith determines that the adjustments contemplated by paragraphs (a), (b) and (c) above are not applicable or will not appropriately protect the interests of the holders of Rights, the Corporation may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, if the adjustments contemplated by paragraphs (a), (b) and (c) above are applicable, notwithstanding such paragraphs, the adjustments so determined by the Corporation, rather than the adjustments contemplated by paragraphs (a), (b) and (c) above, shall be made. The Corporation and the Rights Agent shall amend this Agreement in accordance with Section 5.4(b) and (c) as the case may be, to provide for such adjustments. Whenever an adjustment to the Exercise Price is made pursuant to this Section 2.3, the Corporation shall: promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment; promptly file with the Rights Agent and with each transfer agent for the Common Shares a copy of such certificate; and cause notice of the particulars of such adjustment or change to be given to the holders of the Rights by way of press release or by such other means as the Corporation may determine. Failure to file such certificate or to cause such notice to be given as aforesaid, or any defect therein, shall not affect the validity of such adjustment. Irrespective of any adjustment or change in the securities purchasable upon exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the securities so purchasable which were expressed in the initial Rights Certificates issued hereunder. Notwithstanding anything herein to the contrary, no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one per cent in the Exercise Price; provided, however, that any adjustments which by reason of this Section 2.3(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under Section 2.3 shall be made to the nearest cent or to the nearest ten-thousandth of a share. Notwithstanding the first sentence of this Section 2.3(h), any adjustment required by Section 2.3 shall be made no later than the earlier of: three years from the date of the transaction which gives rise to such adjustment; or the Expiration Date. Each Right originally issued by the Corporation subsequent to any adjustment made to the Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of a Right immediately prior to such issue, all subject to further adjustment as provided herein. In any case in which this Section 2.3 shall require that an adjustment in the Exercise Price be made effective as of a record date for a specified event, the Corporation may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise over and above the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise on the basis of the Exercise Price in effect prior to such adjustment; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder's right to receive such additional shares (fractional or otherwise) or other securities upon the occurrence of the event requiring such adjustment. Notwithstanding anything contained in this Section 2.3 to the contrary, the Corporation shall be entitled to make such reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 2.3, as and to the extent that in their good faith judgment the Board of Directors determines to be advisable, in order that any: consolidation or subdivision of Common Shares; issuance (wholly or in part for cash) of Common Shares or securities that by their terms are convertible into or exchangeable for Common Shares; stock dividends; or issuance of rights, options or warrants referred to in this Section 2.3, hereafter made by the Corporation to holders of its Common Shares, shall not be taxable to such shareholders. Date on Which Exercise is Effective Each Person in whose name any certificate for Common Shares or other securities, if applicable, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered (together with a duly completed Election to Exercise) and payment of the Exercise Price for such Rights (and any applicable transfer taxes and other governmental charges payable by the exercising holder hereunder) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Share transfer books of the Corporation are closed, such Person shall be uncertificateddeemed to have become the record holder of such shares on, and such Right certificate shall be evidenced by dated, the registration of such next succeeding Business Day on which the Common Share in the register of members transfer books of the Company and the confirmation thereof provided for in Section 2.2). Rights shall be issued by the Company in respect of Common Shares that Corporation are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3open.

Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time Rights Dividend Declaration Date and prior to the Separation Time (i) declare or pay a dividend on Class A Common Shares Stock payable in Class A Common SharesStock, (ii) subdivide the outstanding Class A Common Shares Stock or (iii) combine the outstanding Class A Common Shares Stock into a smaller number of Class A shares of Common SharesStock, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A shares of Common Shares Stock including any fractional shares in lieu of which such holder received cash (the “Expansion Factor”) that a holder of one Class A share of Common Share Stock immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares Stock with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such share of Common Share Stock will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. In the event that the Company shall at any time after the Record Time Rights Dividend Declaration Date and prior to the Separation Time issue any shares of Common Shares Stock otherwise than in a transaction referenced referred to in the preceding paragraph, each such share of Common Share Stock so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share (orin the case of certificated shares of Common Stock), if the Common Share shall be uncertificated, such Right and shall be evidenced by the registration of such Common Share balances indicated in the register of members Book Entry account system of the Company and transfer agent for the confirmation Common Stock registered in the names of the holders thereof (in the case of uncertificated shares of Common Stock). To the extent provided for in Section 2.2). 5.3, Rights shall be issued by the Company in respect of shares of Common Shares Stock that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3Time.

Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time and prior to the Separation Time (i) declare or pay a dividend on Class A Common Shares Stock payable in Class A Common SharesStock, (ii) subdivide the outstanding Class A Common Shares Stock or (iii) combine the outstanding Class A Common Shares Stock into a smaller number of Class A shares of Common SharesStock, (xA) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A shares of Common Shares Stock including any fractional shares in lieu of which such holder received cash (the “Expansion Factor”) that a holder of one Class A share of Common Share Stock immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof and (yB) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares Stock with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such share of Common Share Stock will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. In the event that the Company shall at any time after the Record Time and prior to the Separation Time issue any shares of Common Shares Stock otherwise than in a transaction referenced in the preceding paragraph, each such share of Common Share Stock so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share (or, if the Common Share Stock shall be uncertificated, such Right shall be evidenced by the registration of such Common Share in Stock on the register of members stock transfer books of the Company and the confirmation thereof provided for in Section 2.2). Rights shall be issued by the Company in respect of shares of Common Shares Stock that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.35.4.

Adjustments to Exercise Price; Number of Rights. The Exercise Price, the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 2.3. (a) In the event the Company Corporation shall at any time after the Record Time date of this Agreement and prior to the Separation Time Expiration Time: (i) declare or pay a dividend on Class A the Common Shares payable in Class A Common SharesShares (or other securities or securities exchangeable for or convertible into or giving a right to acquire Common Shares or other securities of the Corporation) other than pursuant to any optional stock dividend program, dividend reinvestment plan or a dividend payable on Common Shares in lieu of a regular periodic cash dividend; (ii) subdivide or change the then outstanding Class A Common Shares or into a greater number of Common Shares; (iii) combine or change the then outstanding Class A Common Shares into a smaller number of Class A Common Shares; or (iv) issue any Common Shares (or other capital stock or securities exchangeable for or convertible into or giving a right to acquire Common Shares or other capital stock) in respect of, in lieu of or in exchange for existing Common Shares in a reclassification, amalgamation, merger, statutory arrangement or consolidation, the Exercise Price and the number of Rights outstanding, or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable upon exercise of Rights, shall be adjusted in the manner set forth below. If the Exercise Price and number of Rights outstanding are to be adjusted (x) the Exercise Price in effect after such adjustment will shall be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A Common Shares including any fractional shares in lieu of which such holder received cash (or other securities) (the “"Expansion Factor”") that a holder of one Class A Common Share immediately prior to such dividend, subdivision subdivision, change, combination or combination issuance would hold thereafter as a result thereof thereof, and (y) each Right held prior to such adjustment will shall become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed allocated among the shares of Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares Shares issued in respect of such dividend, subdivision subdivision, change, combination or combinationissuance, so that each such Common Share (or other securities) will have exactly one Right associated with it. Each If the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment made pursuant to this paragraph shall will be made as the number of securities that a holder of the payment or effective date for the applicable securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision subdivision, change, combination or combinationissuance would hold thereafter as a result thereof. In the event that the Company shall at any time If after the Record Time and prior to the Separation Expiration Time the Corporation shall issue any securities other than Common Shares otherwise than in a transaction referenced of a type described in the preceding paragraphclause 2.3(a)(i) or (iv), each such Common Share so issued shall automatically have one new Right associated with it, which Right securities shall be evidenced by treated herein as nearly equivalent to Common Shares as may be practicable and appropriate under the certificate representing such share (or, if the Common Share shall be uncertificated, such Right shall be evidenced by the registration of such Common Share in the register of members of the Company circumstances and the confirmation thereof Corporation and the Rights Agent agree to amend this Agreement in order to effect such treatment. If an event occurs which would require an adjustment under both this Section 2.3 and Section 3.1 hereof, the adjustment provided for in this Section 2.2). Rights 2.3 shall be issued by the Company in respect of Common Shares that are issued or sold by the Company after the Separation Time only addition to the extent provided and shall be made prior to any adjustment required pursuant to Section 3.1 hereof. Adjustments pursuant to subsection 2.3(a) shall be made successively, whenever an event referred to in Section 5.3subsection 2.3(a) occurs.

Adjustments to Exercise Price; Number of Rights. (a) In the event that the Company shall at any time after the Record Time and prior to the Separation Time (i) declare or pay a dividend on Class A the Common Shares Stock payable in Class A Common SharesStock, (ii) subdivide the outstanding Class A Common Shares Stock or (iii) combine the outstanding Class A Common Shares Stock into a smaller number of Class A shares of Common SharesStock, (x) the Exercise Price in effect effect after such adjustment event will be equal to the Exercise Price in effect effect immediately prior to such adjustment event divided by the number of Class A shares of Common Shares Stock, including any fractional shares in lieu of which such holder received cash (the “Expansion Factor”) ), that a holder of one Class A share of Common Share Stock immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof and thereof, (y) each Right held prior to such adjustment event will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares Stock with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such share of Common Share Stock will have exactly one Right associated with itit and (z) the number of one one-thousandths of a share of Preferred Stock purchasable after such event upon proper exercise of each Right will be equal to the number of one one-thousandths of a share of Preferred Stock so purchasable immediately prior to such event divided by the Expansion Factor. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. In the event that the Company shall at any time after the Record Time and prior to the Separation Time issue any shares of Common Shares Stock otherwise than in a transaction referenced referred to in the preceding paragraph, each such share of Common Share Stock so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share (or, if the Common Share Stock shall be uncertificated, such Right shall be evidenced by the registration of such Common Share in Stock on the register of members stock transfer books of the Company and the confirmation thereof provided for in Section 2.2). Rights shall be issued by the Company in respect of shares of Common Shares Stock that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3.

Adjustments to Exercise Price; Number of Rights. (ab) In the event that the Company shall at any time after the Record Time and prior to the Separation Time (i) declare or pay a dividend on Class A the Common Shares Stock payable in Class A Common SharesStock, (ii) subdivide the outstanding Class A Common Shares Stock or (iii) combine the outstanding Class A Common Shares Stock into a smaller number of Class A shares of Common SharesStock, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A shares of Common Shares Stock, including any fractional shares in lieu of which such holder received cash (the “Expansion Factor”) ), that a holder of one Class A share of Common Share Stock immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof thereof, and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares Stock with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such share of Common Share Stock will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. In the event that the Company shall at any time after the Record Time and prior to the Separation Time issue any shares of Common Shares Stock otherwise than in a transaction referenced referred to in the preceding paragraph, each such share of Common Share Stock so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share (or, if the Common Share Stock shall be uncertificated, such Right shall be evidenced by the registration of such Common Share in Stock on the register of members stock transfer books of the Company and the confirmation thereof provided for in Section 2.2). Rights shall be issued by the Company in respect of shares of Common Shares Stock that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3.

Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time Date and prior to the Separation Time Date (i) declare or pay a dividend on Class A Common Shares Stock payable in Class A Common SharesStock, (ii) subdivide the outstanding Class A Common Shares Stock or (iii) combine the outstanding Class A Common Shares Stock into a smaller number of Class A shares of Common SharesStock, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A shares of Common Shares Stock including any fractional shares in lieu of which such holder received cash (the “Expansion Factor”) that a holder of one Class A share of Common Share Stock immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares Stock with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such share of Common Share Stock will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. In the event that the Company shall at any time after the Record Time Date and prior to the Separation Time Date issue any shares of Common Shares Stock otherwise than in a transaction referenced referred to in the preceding paragraph, each such share of Common Share Stock so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share (or, if the Common Share Stock shall be uncertificated, such Right shall be evidenced by the registration of such Common Share in Stock on the register of members stock transfer books of the Company and the confirmation thereof provided for in Section 2.22.1). Rights shall be issued by the Company in respect of shares of Common Shares Stock that are issued or sold by the Company after the Separation Time Date only to the extent provided in Section 5.3.

Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time and prior to the Separation Time (i) declare or pay a dividend on Class A Common Shares Stock payable in Class A Common SharesStock, (ii) subdivide the outstanding Class A Common Shares Stock or (iii) combine the outstanding Class A Common Shares Stock into a smaller number of Class A shares of Common SharesStock, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A shares of Common Shares including any fractional shares in lieu of which such holder received cash Stock (the “"Expansion Factor”") that a holder of one Class A share of Common Share Stock immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares Stock with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such share of Common Share Stock will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. In the event that the Company shall at any time after the Record Time and prior to the Separation Time issue any shares of Common Shares Stock otherwise than in a transaction referenced referred to in the preceding paragraph, each such share of Common Share Stock so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share (orshare. To the extent provided in SECTION 5.3, if the Common Share shall be uncertificated, such Right shall be evidenced by the registration of such Common Share in the register of members of the Company and the confirmation thereof provided for in Section 2.2). Rights shall be issued by the Company in respect of shares of Common Shares Stock that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3Time.

Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time and prior to the Separation Time (i) declare or pay a dividend on Class A Common Shares Stock payable in Class A Common SharesStock or a dividend on Class B Common Stock payable in Class B Common Stock, (ii) subdivide the outstanding Class A Common Shares Stock or Class B Common Stock or (iii) combine the outstanding Class A Common Shares Stock or Class B Common Stock into a smaller number of Class A Common Sharesshares, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A Common Shares including any fractional shares in lieu of which such holder received cash (the “"Expansion Factor”") that a holder of one Class A Common Share share immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such Common Share share will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. In the event that the Company shall at any time after the Record Time and prior to the Separation Time issue any shares of Class A Common Shares Stock or Class B Common Stock otherwise than in a transaction referenced referred to in the preceding paragraph, each such share of Class A Common Share Stock or Class B Common Stock so issued shall automatically have one new Class A Right or Class B Right, as the case may be, associated with it, which Right shall be evidenced by the certificate representing such share (or, if share. To the Common Share shall be uncertificated, such Right shall be evidenced by the registration of such Common Share in the register of members of the Company and the confirmation thereof extent provided for in Section 2.2). 5.3, Class A Rights and Class B Rights shall be issued by the Company in respect of shares of Class A Common Shares Stock and Class B Common Stock, as the case may be, that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3Time.

Adjustments to Exercise Price; Number of Rights. The Exercise Price, the number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 2.3. (a) In the event the Company Corporation shall at any time after the Record Time and prior to the Separation Time date of this Agreement: (i) declare or pay a dividend on Class A Common Shares payable in Class A Common Shares, Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares or other securities of the Corporation) other than pursuant to any optional stock dividend program or Dividend Reinvestment Plan; (ii) subdivide or change the then outstanding Class A Common Shares or into a greater number of Common Shares; (iii) combine consolidate or change the then outstanding Class A Common Shares into a smaller number of Class A Common Shares; or (iv) issue any Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares or other securities of the Corporation) in respect of, in lieu of or in exchange for existing Common Shares except as otherwise provided in this Section 2.3, the Exercise Price and the number of Rights outstanding, or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable upon exercise of Rights shall be adjusted as of the payment or effective date in the manner set forth below. If the Exercise Price and number of Rights outstanding are to be adjusted: (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A Common Shares including any fractional shares in lieu of which such holder received cash (or other capital stock) (the “Expansion Factor”) that a holder of one Class A Common Share immediately prior to such dividend, subdivision subdivision, change, consolidation or combination issuance would hold thereafter as a result thereof thereof; and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision subdivision, change, consolidation or combinationissuance, so that each such Common Share (or other capital stock) will have exactly one Right associated with it. Each For greater certainty, if the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment made pursuant to this paragraph shall will be made as the securities that a holder of the payment or effective date for the applicable securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision subdivision, change, consolidation or combinationissuance would hold thereafter as a result of such dividend, subdivision, change, consolidation or issuance. In the event that the Company shall at any time If, after the Record Time and prior to the Separation Time Expiration Time, the Corporation shall issue any shares of capital stock other than Common Shares otherwise than in a transaction referenced of a type described in the preceding paragraphClause 2.3(a)(i) or 2.3(a)(iv), each shares of such Common Share so issued shall automatically have one new Right associated with it, which Right capital stock shall be evidenced by treated herein as nearly equivalent to Common Shares as may be practicable and appropriate under the certificate representing such share (or, if the Common Share shall be uncertificated, such Right shall be evidenced by the registration of such Common Share in the register of members of the Company circumstances and the confirmation thereof Corporation and the Rights Agent agree to amend this Agreement in order to effect such treatment. If an event occurs which would require an adjustment under both this Section 2.3and Subsection 3.1(a) hereof, the adjustment provided for in this Section 2.2). Rights 2.3 shall be issued by the Company in respect of Common Shares that are issued or sold by the Company after the Separation Time only addition to the extent provided and shall be made prior to any adjustment required pursuant to Subsection 3.1(a) hereof. Adjustments pursuant to Subsection 2.3(a) shall be made successively, whenever an event referred to in Section 5.3Subsection 2.3(a) occurs.

Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time and prior to the Separation Time (i) declare or pay a dividend on Class A Common Ordinary Shares payable in Class A Common Ordinary Shares, (ii) subdivide the outstanding Class A Common Ordinary Shares or (iii) combine the outstanding Class A Common Ordinary Shares into a smaller number of Class A Common Ordinary Shares, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A Common Ordinary Shares including any fractional shares in lieu of which such holder received cash (the “Expansion Factor”) that a holder of one Class A Common Ordinary Share immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Ordinary Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such Common Ordinary Share will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. In the event that the Company shall at any time after the Record Time and prior to the Separation Time issue any Common Ordinary Shares otherwise than in a transaction referenced in the preceding paragraph, each such Common Ordinary Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share (or, if the Common Ordinary Share shall be uncertificated, such Right shall be evidenced by the registration of such Common Ordinary Share in the register of members of the Company and the confirmation thereof provided for in Section 2.2). Rights shall be issued by the Company in respect of Common Ordinary Shares that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3.

Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time and prior to the Separation Distribution Time (i) declare or pay a dividend on Class A Common Shares payable in Class A Common Shares, (ii) subdivide the issued and outstanding Class A Common Shares or (iii) combine iii)consolidate the issued and outstanding Class A Common Shares into a smaller number of Class A Common Shares, then (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A Common Shares including any fractional shares in lieu of which such holder received cash (the “Expansion Factor”) that a holder of one Class A Common Share immediately prior to such dividend, subdivision or combination consolidation would hold thereafter as a result thereof and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combinationconsolidation, so that each such Common Share will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combinationconsolidation. In the event that the Company shall at any time after the Record Time and prior to the Separation Distribution Time issue any Common Shares otherwise than in a transaction referenced referred to in the preceding paragraph, each such Common Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing evidencing such share (or, if the any Common Share shall be uncertificatedShares are not evidenced by certificates, such Right shall be evidenced by the registration of such Common Share Shares in the register of members of the Company and the confirmation thereof provided for in Section 2.2). Rights shall be issued by the Company in respect of Common Shares that are issued or sold by the Company after the Separation Distribution Time only to the extent provided in Section 5.3.

Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time and prior to the Separation Time (i) declare or pay a dividend on Class A Common Shares Stock payable in Class A Common SharesStock, (ii) subdivide the outstanding Class A Common Shares Stock or (iii) combine the outstanding Class A Common Shares Stock into a smaller number of Class A shares of Common SharesStock, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A shares of Common Shares including any fractional shares in lieu of which such holder received cash Stock (the “"Expansion Factor”") that a holder of one Class A share of Common Share Stock immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares Stock with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such share of Common Share Stock will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. In the event that the Company shall shall, at any time after the Record Time and prior to the Separation Time earlier of (i) either (x) the occurrence of the events described in Section 3.1(c) hereof or (y) the consummation of a Flip-over Transaction or Event, (ii) the redemption of the Rights pursuant to Section 5.1 of the Rights Plan, and (iii) the Expiration Time, issue any shares of Common Shares Stock otherwise than in a transaction referenced referred to in the preceding paragraph, each such share of Common Share Stock so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share (or, if such share is issued prior to the Common Share shall be uncertificated, Separation Time) or by a Rights Certificate (if such Right shall be evidenced by the registration of such Common Share in the register of members of the Company and the confirmation thereof provided for in Section 2.2). Rights shall be share is issued by the Company in respect of Common Shares that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3Time).

Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time and prior to the Separation Time (i) declare or pay a dividend on Class A Common any kind of Shares payable in Class A Common such kind of Shares, (ii) subdivide the any kind of outstanding Class A Common Shares or (iii) combine the any kind of outstanding Class A Common Shares into a smaller number of Class A Common such kind of Shares, (x) the applicable Exercise Price in effect after such adjustment will be equal to the such Exercise Price in effect immediately prior to such adjustment divided by the number of Class A Common such Shares including any fractional shares in lieu of which such holder received cash (the “Expansion Factor”) that a holder of one Class A Common such Share immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof and (y) each Class A Right or Class B Right, as applicable, held prior to such adjustment will become that number of Class A Rights or Class B Rights, as applicable, equal to the Expansion Factor, and the adjusted number of Class A Rights or Class B Rights, as applicable, will be deemed to be distributed among the shares of Common such Shares with respect to which the original Class A Rights or Class B Rights, as applicable, were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such Common Share will have exactly one Class A Right or Class B Rights, as applicable, associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. In the event that the Company shall at any time after the Record Time and prior to the Separation Time issue any Common Shares otherwise than in a transaction referenced in the preceding paragraph, each such Common Class A Ordinary Share and Preferred Share so issued (other than any Class A Ordinary Shares issued upon the exercise or exchange of any Right) shall automatically have one new Class A Right associated with it and each Class B Ordinary Share so issued (other than any Class B Ordinary Shares issued upon the exercise or exchange of any Right) shall automatically have one new Class B Right associated with it, which Right in each case shall be evidenced by the certificate representing such share Share (or, if the Common Share shall be uncertificated, such Right shall be evidenced by the registration of the issue of such Common Share in the register of members of the Company and the confirmation thereof provided for in Section 2.2‎Section 2.02). Rights shall be issued by the Company in respect of Common Shares that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3‎Section 5.03.

Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time and prior to the Separation Time (i) declare or pay a dividend on Class A Common Shares Stock payable in Class A Common SharesStock, (ii) subdivide the outstanding Class A Common Shares Stock into a larger number of shares of Common Stock, or (iii) combine or consolidate the outstanding Class A Common Shares Stock into a smaller number of Class A shares of Common SharesStock, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A Common Shares including any fractional shares in lieu of which such holder received cash an amount (the “Expansion Factor”) equal to the number of shares of Common Stock that a holder of one Class A share of Common Share Stock immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof (assuming for such purpose that the Company would issue a fraction of a share of Common Stock, as applicable, and without giving effect to any requirement that cash be paid in lieu of the issuance of any fractional share interest) and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares Stock with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such share of Common Share Stock will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision subdivision, combination or combinationconsolidation. In the event that the Company shall at any time after the Record Time and prior to the Separation Time issue any shares of Common Shares Stock otherwise than in a transaction referenced in the preceding paragraph, each such share of Common Share Stock so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share (or, if the Common Share shall be uncertificatedapplicable, such Right shall be evidenced by the registration of such Common Share in Book Entry Shares on the register of members stock transfer books of the Company and the confirmation thereof provided for in Section 2.2). Rights shall be issued by the Company in respect of shares of Common Shares Stock that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3.

Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time Date and prior to the Separation Expiration Time (i) declare or pay a dividend on Class A Common Shares Stock payable in Class A Common SharesStock (or other capital stock), (ii) subdivide the outstanding Class A Common Shares or Stock, (iii) combine the outstanding Class A Common Shares Stock into a smaller number of Class A shares of Common SharesStock or (iv) issue any shares of its Common Stock (or other capital stock) in respect of, in lieu of or in exchange for existing Common Stock in a reclassification, merger or consolidation, the Exercise Price and the number of Rights outstanding, or, if the payment or effective date therefor shall occur after the close of business on the Separation Date, the securities purchasable upon exercise of Rights shall be adjusted in the manner set forth below. If the Exercise Price and number of Rights are to be adjusted, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A shares of Common Shares including any fractional shares in lieu of which such holder received cash Stock (or other capital stock) (the “"Expansion Factor”") that a holder of one Class A share of Common Share Stock immediately prior to such dividend, subdivision subdivision, combination or combination issuance would hold thereafter as a result thereof and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares Stock with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of to such dividend, subdivision subdivision, combination or combinationissuance, so that each such share of Common Share Stock (or other capital stock) will have exactly one Right associated with it. Each If the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment made pursuant will be the securities that a holder of the securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision, combination or issuance would hold thereafter as a result thereof. If after the close of business on the Record Date and prior to the Expiration Time the Company shall issue any shares of capital stock other than Common Stock in a transaction of a type described in the first sentence of this paragraph Section 2.4(a), shares of such capital stock shall be made treated herein as nearly equivalent to shares of Common Stock as may be practicable and appropriate under the payment circumstances and the Company and the Rights Agent agree to amend this Agreement in order to effect, and will not consolidate with, or effective date for merge with or into, any other Person unless such Person agrees to be bound by the applicable dividendterms of an amendment effecting, subdivision or combinationsuch treatment. In the event that the Company shall at any time after the close of business on the Record Time Date and prior to the close of business on the Separation Time Date issue any shares of Common Shares Stock otherwise than in a transaction referenced referred to in the preceding paragraph, each such share of Common Share Stock so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share (or, if the Common Share shall be uncertificated, such Right shall be evidenced by the registration of such Common Share in the register of members of the Company and the confirmation thereof provided for in Section 2.2). Rights shall be issued by the Company in respect of Common Shares that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3share.

Adjustments to Exercise Price; Number of Rights. (a) In the event the Company shall at any time after the Record Time date of this Agreement and prior to the Separation Time (i) declare or pay a dividend on Class A Common Shares Stock payable in Class A Common SharesStock, (ii) subdivide the outstanding Class A Common Shares Stock or (iii) combine the outstanding Class A Common Shares Stock into a smaller number of Class A shares of Common SharesStock, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the number of Class A shares of Common Shares Stock including any fractional shares in lieu of which such holder received cash (the “Expansion Factor”) that a holder of one Class A share of Common Share Stock immediately prior to such dividend, subdivision or combination would hold thereafter as a result thereof and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the shares of Common Shares Stock with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such share of Common Share Stock will have exactly one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. In the event that the Company shall at any time after the Record Time date of this Agreement and prior to the Separation Time issue any shares of Common Shares Stock otherwise than in a transaction referenced referred to in the preceding paragraph, each such share of Common Share Stock so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share (orin the case of certificated shares of Common Stock), if the Common Share shall be uncertificated, such Right and shall be evidenced by the registration of such Common Share balances indicated in the register of members Book Entry account system of the Company and transfer agent for the confirmation Common Stock registered in the names of the holders thereof (in the case of uncertificated shares of Common Stock). To the extent provided for in Section 2.2). 5.3, Rights shall be issued by the Company in respect of shares of Common Shares Stock that are issued or sold by the Company after the Separation Time only to the extent provided in Section 5.3Time.