Common use of Agreement of Right Holders Clause in Contracts

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall be transferable only in connection with the transfer of such Common Shares; (b) after the Distribution Date, the Right Certificates shall only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate is registered as the absolute owner thereof and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificate by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall will not be represented evidenced by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute a Right Certificates), Certificate and each such Right shall will be transferable only in connection with the transfer of such Common SharesStock of the Company; (b) from and after the Distribution Date, the Right Certificates shall only will be transferable only on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate forms and such other certificates contained therein properly completed and further documentation as the Rights Agent may reasonably requestduly executed; (c) subject to Section 6 and Section 7(e), the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights AgentAgent or the transfer agent of the shares of Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company Company, its directors, officers, employees and agents nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, regulatory or administrative agency or commission, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the shares of Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purpose, duly endorsed or and accompanied by a proper instrument of transfer transfer, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and; (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its reasonable efforts to have any such order, decree, judgment or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and. (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such Common the Shares; (b) after the Distribution Date, the Right Certificates shall only will be transferable only on the registry books of the Rights Agent if surrendered at the principal stock transfer designated office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or to any other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or by other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the together with, and will be transferred by a transfer of such the associated Common SharesShares of the Company; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office Corporate Trust Office of the Rights Agent, Agent duly endorsed or accompanied by a proper instrument of transfer transfer, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request; (c) prior to due presentment of a Right Certificate (or, prior to the Distribution Date, the associated Common Shaare certificate) for registration of transfer, the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoeverpurposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (d) Rights beneficially owned by certain persons will under the circumstances set forth in Section 12(c)(ii) become null and void; (e) this Agreement may be supplemented or amended from time to time pursuant to Section 29 hereof; and (df) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided, that the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent Agents and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Rights Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate forms and such other and further documentation as the Rights Agent may reasonably requestcertificates fully executed; (c) subject to Section 6(a), Section 7(e) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name the Right Rights Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) as of and after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent designated for such purpose accompanied by a Signature Guarantee and any other reasonable evidence of authority that may be reasonably required by the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;all required certifications completed; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and. (d) notwithstanding anything in this Agreement Plan to the contrary, neither the Company nor the Rights Agent shall not have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement Plan by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, such Right consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented evidenced by the certificates for Common Shares shares of Capital Stock registered in the name of the holders of such Common Shares shares (which certificates for Common Shares shares of Capital Stock shall also constitute Right Certificates), certificates for Rights) and each such Right shall will be transferable only in connection with the transfer of such Common SharesCapital Stock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate forms and such other certificates duly completed and further documentation as the Rights Agent may reasonably requestfully executed; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Capital Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Capital Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Class A Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate forms and such other and further documentation as the Rights Agent may reasonably requestcertificates fully executed; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Class A Common Shares or Class B Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Class A Common Shares or Class B Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall will not be represented evidenced by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), a Rights Certificate and each such Right shall will be transferable only in connection with the transfer of such Common SharesStock of the Company; (b) after the Distribution Date, the Right Certificates shall only will be transferable only on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate forms and such other and further documentation as the Rights Agent may reasonably requestcertificates contained therein duly executed; (c) subject to Section 6 and Section 7(e), the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights AgentAgent or the transfer agent of the shares of Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company Company, its directors, officers, employees and agents nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and. (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of or competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, Right by -------------------------- accepting the same, such Right consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented evidenced by the certificates for shares of Common Shares Stock registered in the name of the holders of such Common Shares shares (which certificates for shares of Common Shares Stock shall also constitute Right Certificates), certificates for Rights) and each such Right shall will be transferable only in connection with the transfer of such Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate forms and such other certificates duly completed and further documentation as the Rights Agent may reasonably requestfully executed; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, -------- however, the Company must use its best efforts to have any such order, decree or ------- ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior the Right Certificates are subject to the Distribution Dateterms, provisions and conditions of the Plan, including the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall be transferable only in connection with the transfer of such Common SharesTerms Exhibit; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on in the registry books of Rights Registry maintained by the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requestcompleted form of certification; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate is registered in the Rights Registry as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other injunction, order, judgment, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided, however, the Company agrees to use its best efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate forms and such other certificates properly completed and further documentation as the Rights Agent may reasonably requestduly executed; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated share of Common Stock (or Book Entry shares in respect of the Common Stock)) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificates (or notices provided to holders of Book Entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e), shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the Company’s or the Rights Agent’s inability to perform any of its their respective obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall will be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall be transferable transferrable only in connection with the transfer of such Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificates or the associated Common Stock Certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority government authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior Prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such shares of Common SharesStock, and the interests of the holders of Rights shall be deemed coincident with the interests of the holders of the Common Stock; (b) after After the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) Subject to Section 7(e) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to before the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or offices of the Rights AgentAgent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, before the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (d) the Company may issue Rights after the Record Date as provided in this Agreement; and (de) notwithstanding anything in this Agreement or the Rights to the contrary, neither the Company nor Company, the Rights Agent and the Board of Directors of the Company shall not have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory regulatory, or administrative agency or commission, or any statute, rule, regulation regulation, or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e) hereof, shall be affected by any notice to the contrary; and. (d) notwithstanding Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the Company’s or the Rights Agent’s inability to perform any of its their respective obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, rule regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to before the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or offices of the Rights AgentAgent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, before the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (d) the Company may issue Rights on or after the Record Date as provided in this Agreement; and (de) notwithstanding anything in this Agreement or the Rights to the contrary, neither the Company nor Company, the Rights Agent and the Board of Directors shall not have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to before the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall be are transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, before the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement hereunder by reason of any preliminary or permanent injunction or any other order, decree or ruling issued by of a court of competent jurisdiction or by jurisdiction, a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must take reasonable measures to have any such order, decree or ruling lifted or otherwise reversed.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and. (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior : Prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such Common Shares; (b) after Stock; After the Distribution Date, the Right Rights Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer corporate trust office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee transfer; Subject to Sections 6 and such other and further documentation as the Rights Agent may reasonably request; (c) 7, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Right Certificate Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding and Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned.

Agreement of Right Holders. Every holder of a Right, by -------------------------- accepting the same, consents and agrees with the Company and the Rights Agent and every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall be transferable only in connection with the transfer of such Common Shares; (b) after the Distribution Date, the Right Certificates shall only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request; ; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate is registered as the absolute owner thereof and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificate by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by -------------------------- accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Rights Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or offices of the 48 CORP 62338.7 Rights AgentAgent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate forms and such other and further documentation as the Rights Agent may reasonably requestcertificates fully executed; (c) subject to Section 6 and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right Rights Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or offices of the Rights AgentAgent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Share certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (d) the Company may issue Rights after the Record Date as provided in this Agreement; and (de) notwithstanding anything in this Agreement or the Rights to the contrary, neither the Company nor Company, the Rights Agent and the Board of Directors of the Company shall not have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of maintained by the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requestcompleted form of certification; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that the Company must use its reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as practicable.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations nota- tions of ownership or writing on the Right Certificate Certificates or the Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by -------------------------- accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer designated office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificates or the associated Common Stock Certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent 30 jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall will be transferable, subject to Section 7(e) hereof, only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate or Book Entry Common Share) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Shares certificate (or Ownership Statements or other notices provided to holders of Book Entry Common Shares) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, commission or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligationobligations; provided, however, the Company must use reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as reasonably practicable.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of maintained by the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by -------------------------- accepting the same, consents and agrees with the Company and the Rights Agent and every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall be transferable only in connection with the transfer of such Common Shares; (b) after the Distribution Date, the Right Certificates shall only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate is registered as the absolute owner thereof and of the Rights represented thereby for all purposes whatsoever (notwithstanding any notations of ownership or writing on the Right Certificate by anyone other than the Company or the Rights Agent) for all purposes whatsoever), and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, -------- however, that the Company must use commercially reasonable efforts to have any ------- such order, decree, judgment or ruling lifted, rescinded or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall be transferable only in connection with the transfer of such Common Shares; (b) after the Distribution Date, the Right Certificates shall only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along (with a signature guarantee all required certifications completed) and such other and further documentation as the Rights Agent may reasonably requestrequire; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate is registered as the absolute owner thereof and of the Rights represented thereby for all purposes whatsoever (notwithstanding any notations of ownership or writing on the Right Certificate by anyone other than the Company or the Rights Agent) for all purposes whatsoever), and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use commercially reasonable efforts to have any such order, decree, judgment or ruling lifted, rescinded or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall be transferable only in connection with the transfer of such Common Shares; (b) after the Distribution Date, the Right Certificates shall only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate is registered as the absolute owner thereof and of the Rights represented thereby for all purposes whatsoever (notwithstanding any notations of ownership or writing on the Right Certificate by anyone other than the Company or the Rights Agent) for all purposes whatsoever), and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and. (d) notwithstanding Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.otherwise

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer transfer, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requestrequire; (c) subject to Sections 6 and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company shall use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by --------------------------- accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and; (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; and (e) such holder shall be entitled to the benefits of this Agreement but shall not be entitled to any right not specifically set forth herein, nor shall any provision of this Agreement be deemed to impose any fiduciary duty on the officers or directors of the Company or the Rights Agent with respect to any holder of the Rights.

Agreement of Right Holders. Every holder of a Right, by -------------------------- accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the shares of Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of or the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated certificate of Common Stock) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated certificate of Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, commission or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligationobligations; provided, however, the Company must use reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as reasonably practicable.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such Common Sharesthe Class A Stock; (b) after the Distribution Date, the Right Rights Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or offices of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Rights Certificate (or, prior to the Distribution Date, the associated Class A Stock certificate or Ownership Statement) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Rights Certificate or the associated Class A Stock certificate or Ownership Statement made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and. (d) notwithstanding Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory governmental authority or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining the performance of such obligationany of its obligations under the Agreement.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) as of and after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along and with the appropriate form of assignment and certificates, properly completed and duly executed, accompanied by a signature guarantee and such other and further documentation as the Rights Agent may reasonably request; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its or their obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the Common Stock certificate (or Book Entry shares in respect of Common Stock)) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the Common Stock certificate (or notices provided to holders of Book Entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e) hereof, shall be affected by any notice to the contrary; and. (d) notwithstanding Notwithstanding anything in this Agreement to the contrary, to the fullest extent permitted by law, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the Company’s or the Rights Agent’s inability to perform any of its their respective obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesShares of the Company; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its commercially reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall be transferable only in connection with the transfer of such Common Shares; (b) after the Distribution Date, the Right Certificates shall only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate is registered as the absolute owner thereof and of the Rights represented thereby for all purposes whatsoever (notwithstanding any notations of ownership or writing on the Right Certificate by anyone other than the Company or the Rights Agent) for all purposes whatsoever), and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company must use commercially reasonable efforts to have any such injunction, order, decree, judgment or ruling lifted, rescinded or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented evidenced by the certificates for shares of the Common Shares Stock registered in the name of the holders of such Common Shares shares (which certificates for Common Shares shall also constitute Right Rights Certificates), ) and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate forms and such other and further documentation as the Rights Agent may reasonably request;certificates fully executed; and (c) subject to Section 6, Section 7(e) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to the last sentence of Section 7(e) hereof, shall be affected by any notice to the contrary; and. (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.by

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of maintained by the Rights Agent if surrendered at the principal stock transfer office or offices of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requestcompleted form of certification; (c) the Company and the Rights Agent may shall deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate or, in the case of Book Entry Shares, the book entry account evidencing record ownership of such shares) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability failure to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by -------------------------- accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and; (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; and (e) such holder shall be entitled to the benefits of this Agreement but shall not be entitled to any right not specifically set forth herein, nor shall any provision of this Agreement be deemed to impose any fiduciary duty on the officers or directors of the Company or the Rights Agent with respect to any holder of the Rights.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the a Right Certificate (or, prior to the Distribution Date, a certificate for Common Shares) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the such Right Certificate Certificates or such certificate for Common Shares made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e), shall be affected by any notice to the contrary; and. (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any no liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the Common Stock certificate (or Book Entry shares in respect of Common Stock)) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the Common Stock certificate (or notices provided to holders of Book Entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e) hereof, shall be affected by any notice to the contrary; and (d) notwithstanding . Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer corporate trust office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) subject to Sections 6 and 7, the Company and the Rights Agent may deem and treat the person in whose name the a Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and. (d) notwithstanding Notwithstanding anything in this Agreement to the contrary, to the extent permitted by applicable law, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the Common Stock certificate (or Book Entry shares in respect of Common Stock)) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the Common Stock certificate (or notices provided to holders of Book Entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e) hereof, shall be affected by any notice to the contrary; and. (d) notwithstanding Notwithstanding anything in this Agreement to the contrary, to the fullest extent permitted by law, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the Company's or the Rights Agent's inability to perform any of its their respective obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesShares of the Company; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its commercially reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such Common Sharesthe Class A Stock; (b) after the Distribution Date, the Right Certificates shall Rights Certificate are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or offices of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Rights Certificate (or, prior to the Distribution Date, the associated Class A Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Rights Certificate or the associated Class A certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and. (d) notwithstanding Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or a beneficial interest in a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory governmental authority or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining the performance of such obligationany of its obligations under the Agreement.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall will not be represented evidenced by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute a Right Certificates), Certificate and each such Right shall will be transferable only in connection with the transfer of such Common SharesStock of the Company; (b) after the Distribution Date, the Right Certificates shall only will be transferable only on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate forms and such other and further documentation as the Rights Agent may reasonably requestcertificates contained therein duly executed; (c) subject to Section 6 and Section 7(e), the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights AgentAgent or the transfer agent of the shares of Common Stock) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company Company, its directors, officers, employees and agents nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such any obligation; provided, however, the Company must use its reasonable best efforts to have any order, decree or ruling lifted or otherwise overturned.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of maintained by the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent Office, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requestcompleted form of certification; (c) the Company Corporation and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statutestatue, rule, regulation or executive order promulgated or enacted by any governmental authority agency prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate forms and such other certificates properly completed and further documentation as the Rights Agent may reasonably requestduly executed; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated share of Common Stock (or Book Entry shares in respect of the Common Stock)) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificates (or notices provided to holders of Book Entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e), shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the Company’s or the Rights Agent’s inability to perform any of its their respective obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation. - .

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents Right shall be deemed to have consented and agrees agreed with the Company and with the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute each Right Certificates), and each such Right shall will be transferable only in connection simultaneously and together with the transfer of such shares of Common SharesStock; (b) after the Distribution Date, the Right Certificates shall only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate associated Common Stock certificate is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (dc) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a the result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligationobligations; provided, however, that the Company must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall will not be represented evidenced by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute a Right Certificates), Certificate and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) as of and after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of maintained by the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee completed form of certification, and such other and further documentation additional evidence of the identity of the Beneficial Owner and/or former Beneficial Owner as the Company or the Rights Agent may shall reasonably request; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, Rights by accepting the same, Rights consents and agrees with the Company and the Rights Agent and with every other holder of a Right Rights that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such shares of Common SharesStock; (b) on or after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or offices of the Rights AgentAgent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer along transfer, together with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement or the Rights to the contrary, neither the Company nor Company, the Rights Agent and the Board of Directors shall not have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company shall use its best efforts to have any such order, decree or ruling lifted, dissolved or overturned at the earliest possible time.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and. (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its commercially reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the Common Stock certificate) is registered on the books for registration and transfer of the Rights or the common stock as the case may be, as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to Section 7(e) hereof, shall be affected by any notice to the contrary; and. (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company shall use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall be transferable only in connection with the transfer of such Common Shares; (b) after the Distribution Date, the Right Certificates shall only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along (with a signature guarantee all required certifications completed) and such other and further documentation as the Rights Agent may reasonably requestrequire; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate is registered as the absolute owner thereof and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificate by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of or such obligation; provided, however, that the Company must use its best efforts to have any such order, decree, judgment or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificates made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the Company's or the Rights Agent's inability to perform any of its their respective obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection simultaneously and together with the transfer of such shares of Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or such other office of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate forms and such other and further documentation as the Rights Agent may reasonably requestcertificates fully executed; (c) subject to Section 6, Section 7(f) and Section 11(a) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be required to be affected by any notice to the contrary; and (d) notwithstanding anything in any other provision of this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.of

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the any Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary. (d) the Company may issue Rights after the Record Date as provided in this Agreement; and (de) notwithstanding anything in this Agreement or the Rights to the contrary, neither the Company nor Company, the Rights Agent shall and the Board of Directors of the Company will not have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall will not be represented evidenced by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute a Right Certificates), Certificate and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) as of and after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as all certifications required by the Rights Agent may reasonably requestproperly completed and duly executed; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate or Book Entry Share) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate or Book Entry Share made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement Plan to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its the inability of the Company or the Rights Agent to perform any of its or their obligations under this Agreement Plan by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the samesuch Right, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented evidenced by the certificates for shares of Common Shares Stock registered in the name of the holders of such Common Shares shares (which certificates for shares of Common Shares Stock shall also constitute Right Certificates), certificates for Rights) and each such Right shall will be transferable only in connection with the transfer of such Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate form and such other and further documentation as the Rights Agent may reasonably requestcertificates fully executed; (c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated certificate for Common Stock) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated certificate for Common Stock made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent Agent, subject to the last sentence of Section 7(e) hereof, shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.promulgated

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, such Right consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented evidenced by the certificates for shares of Common Shares Stock registered in the name of the holders of such Common Shares shares (which certificates for shares of Common Shares Stock shall also constitute Right Certificates), certificates for Rights) and each such Right shall will be transferable only in connection with the transfer of such Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along and with a signature guarantee the appropriate forms and such other certificates duly completed and further documentation as the Rights Agent may reasonably requestfully executed; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither 57 the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates properly completed and fully executed, along with a signature guarantee and such other and further documentation as the Company or the Rights Agent may reasonably request; (c) subject to Section 6 and Section 7(f), the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate or book-entry registration advice made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent Agent, nor any of their respective directors, officers, employees or agents, shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Rights Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, self-regulatory, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer designated office of the Rights Agent, pursuant to Section 26, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;require; and (c) the Company Corporation and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate made by anyone other than the Company Corporation or the Rights Agent) for all purposes whatsoever, and neither the Company Corporation nor the Rights Agent shall be affected by any notice to the contrary; and. (d) notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the Common Stock certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and; (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; and (e) such holder shall be entitled to the benefits of this Agreement but shall not be entitled to any right not specifically set forth herein, nor shall any provision of this Agreement be deemed to impose any fiduciary duty on the officers or directors of the Company or the Rights Agent with respect to any holder of the Rights.

Agreement of Right Holders. Every holder of a Right, Right by accepting the same, same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer stockholder services office of the Rights AgentAgent or such office designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock Certificate) is registered as the absolute owner thereof of such Right Certificate and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and. (d) notwithstanding Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such the obligation; provided, however, the Company must use its best efforts to have any order, decree or ruling lifted or otherwise overturned.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding . Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request;transfer; and (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall not have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree decree, judgment or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common SharesStock; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office or agency of the Rights AgentAgent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Stock certificate (or Book Entry)) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Stock certificate (or Ownership Statements or other notices provided to holders of Book Entry shares of Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall not have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person Person in whose name the any Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; (d) the Company may issue Rights after the Record Date as provided in this Agreement; and (de) notwithstanding anything in this Agreement or the Rights to the contrary, neither the Company nor Company, the Rights Agent shall and the Board of Directors of the Company will not have any liability to any holder of a Right or other Person for any reason including without limitation as a result of its the inability of the Company or the Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall be transferable only in connection with the transfer of such Common Shares; (b) after the Distribution Date, the Right Certificates shall only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate is registered as the absolute owner thereof and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificate by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; andthe (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation.

Agreement of Right Holders. Every holder of a Right, by -------------------------- accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights shall be represented by certificates for Common Shares registered in the name of the holders of such Common Shares (which certificates for Common Shares shall also constitute Right Certificates), and each such Right shall will be transferable only in connection with the transfer of such the Common Shares; (b) after the Distribution Date, the Right Certificates shall are transferable only be transferable on the registry books of the Rights Agent if surrendered at the principal stock transfer office of the Rights Agent, duly endorsed or accompanied by a proper instrument of transfer along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably requesttransfer; (c) the Company and the Rights Agent may deem and treat the person in whose name the Right Certificate (or, prior to the Distribution Date, the associated Common Shares certificate) is registered as the absolute owner thereof and of the Rights represented evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Shares certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or to enacted by any governmental authority authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.