Common use of Agreement of Rights Holders Clause in Contracts

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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; providedPROVIDED, howeverHOWEVER, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14.; and (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 Separation Date, the Rights are will be transferable only in connection with the transfer of the Common SharesStock; (b) After after the Distribution Separation Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal corporate trust office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer; (c) The the Company and the Rights Agent may deem and treat the person in whose name the Right a Rights Certificate (or, prior to the Distribution Separation Date, the associated Common Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possibleoverturned.

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares;. (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;. (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 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 will be affected by any notice to the contrary;. (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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; providedPROVIDED, howeverHOWEVER, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are shall be transferable only in connection with the transfer of the Common Shares;. (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;. (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 Share certificate) is registered as the absolute owner thereof and of the Rights 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 will shall be affected by any notice to the contrary;. (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 1414 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will shall use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are shall be transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will shall be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14.14 hereof; and (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will shall use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common SharesStock; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;; and (c) The the Company and the Rights Agent may deem and treat the person Person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, the associated Common Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;. (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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 a governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company will must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 Separation Date, the Rights are will be transferable only in connection with the transfer of the Common Shares; (b) After ; after the Distribution Separation Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer; (cb) The the Company and the Rights Agent may deem and treat the person in whose name the Right a Rights Certificate (or, prior to the Distribution Separation Date, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates 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 will shall be affected by any notice to the contrary;; and (dc) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possibleoverturned.

Agreement of Rights 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 each other holder of a Right that: (a) Prior prior to the Distribution Date, the Rights are will be transferable only in connection with the transfer of the Common SharesStock; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office office(s) of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates fully executed; (c) The subject to Sections 6(a) and 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, the associated Common Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share certificate 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 will shall be required to be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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 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 will must use its best reasonable efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common Shares; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates fully executed; (c) The subject to Sections 6(a) and 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 Share Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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 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 or such obligation; provided, provided however, that the Company will must use its best efforts to have any such injunction, order, decree decree, or ruling lifted or otherwise overturned as soon promptly as possiblepracticable.

Agreement of Rights 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 Separation Date, the Rights are will be transferable only in connection with the transfer of the Common SharesStock; (b) After after the Distribution Separation Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal corporate trust office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer; (c) The the Company and the Rights Agent may deem and treat the person in whose name the Right a Rights Certificate (or, prior to the Distribution Separation Date, the associated Common Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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 the obligation; provided, however, that the Company will must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possibleoverturned.

Agreement of Rights 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 are shall be transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will shall be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 1414 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will shall use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, -------- ------- that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common Shares; (b) After after the Distribution Date, the Right Certificates are will be transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposein New York, New York, or Cleveland, Ohio, duly endorsed or accompanied by a proper instrument of transfer; (c) The 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 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will must use its best reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common SharesShares of the Company; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office Corporate Trust Office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (c) The 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 Share Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, howeverHOWEVER, that the Company will must use its best efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common SharesStock; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal corporate trust office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer; (c) The the Company and the Rights Agent may deem and treat the person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, the associated Common Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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 the obligation; provided, however, that the Company will must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possibleoverturned.

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 prior to the Distribution Date, the Rights are will be transferable only in connection with the transfer of the Common Shares; (b) After after the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;; and (c) The Company the Corporation 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 Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;. (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent will 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, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.,

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, however that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of shares of Common Stock of the Common SharesCompany or of Convertible Preferred Stock; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates contained therein duly executed; (c) The 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 a Rights Certificate (or, prior to the Distribution Date, the associated certificate for Common Share certificateStock or Convertible Preferred Stock) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Rights Certificate or the associated certificate for Common Share certificate Stock or Convertible Preferred Stock made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent will 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) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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 by reason of any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; providedPROVIDED, howeverHOWEVER, that the Company will must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the shares of Common SharesStock; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer;transfer and with the appropriate forms and certificates fully executed; and (c) The subject to Sections 6(a) and 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 Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;. (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common SharesStock; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer; (c) The the Company and the Rights Agent may deem and treat the person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, the associated Common Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Rights Certificate or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will must use its best reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.any

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14.; and (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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; providedPROVIDED, howeverHOWEVER, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common Shares; (b) After as of and after the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer;transfer with all required certifications completed; and (c) The 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 Share Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;. (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, 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, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights Holders. Every holder of a Right Right, by accepting the same same, consents and agrees with the Company Corporation and the Rights Agent and with every other holder of a Right that: (a) Prior prior to the Distribution Date, the Rights are will be transferable only in connection with the transfer of the shares of Common Shares; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates fully executed; (c) The Company subject to Sections 6(a) and 7(f) hereof, the Corporation 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 Share Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent will 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, 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 or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer, and with the appropriate forms and certificates fully completed and executed, accompanied by a signature guarantee and such other 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 (or, prior to the Distribution Date, the associated Common Share certificateShare) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Share certificate certificate, as applicable, if any, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14.; and (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company will use its best commercially reasonable efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 Separation Date, the Rights are will be transferable only in connection with the transfer of the Common Shares; (b) After after the Distribution Separation Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal corporate trust office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer; (c) The the Company and the Rights Agent may deem and treat the person in whose name the Right a Rights Certificate (or, prior to the Distribution Separation Date, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possibleoverturned.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common SharesStock; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms of assignment and certificates duly completed and fully executed; (c) The 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 a Rights Certificate (or, prior to the Distribution Date, the associated Common Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be required to be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the shares of Common SharesStock; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates, properly completed and duly executed, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request; (c) The the Company and the Rights Agent may deem and treat the person Person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, the associated Common Share certificateStock certificate (or Book Entry shares in respect of Common Stock)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Rights Certificate or the associated Common Share 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 will Agent, subject to Section 7(e) hereof, shall be required to be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrarycontrary contained herein, neither the Company nor the Rights Agent will 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 (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, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company will shall use its best efforts to have any such injunction, order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are shall be transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 Share certificate) is registered as the absolute owner thereof and of the Rights 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 will shall be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14.14 hereof; and (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, prohibiting or otherwise restraining performance of such 40 41 obligation; provided, however, that the Company will shall use its best efforts to have any such injunction, order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of shares of Common Stock of the Common SharesCompany; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (c) The the Company and the Rights Agent may deem and treat the person Person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, the associated Common Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Rights Certificate or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, neither the Company nor the Rights Agent will 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, 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 obligationobligations; provided, however, that the Company will must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon promptly as possiblepracticable.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common SharesStock; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer; (c) The the Company and the Rights Agent may deem and treat the person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, the associated Common Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Rights Certificate or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will shall use its best reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common Shares; (b) After after the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (c) The 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 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 will shall be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14.; and (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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; providedPROVIDED, howeverHOWEVER, that the Company will shall use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 a. prior to the Distribution Date, the Rights are will be transferable only in connection with the transfer of the Common Shares; (b) After b. after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates fully executed; (cc. subject to Sections 6(a) The and 7(f) of this Agreement, 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 Share Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding d. notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common SharesStock; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfer; (c) The the Company and the Rights Agent may deem and treat the person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, the associated Common Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Rights Certificate or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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 50 restraining performance of such obligation; provided, however, that the Company will shall use its best reasonable efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section SECTION 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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; providedPROVIDED, howeverHOWEVER, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 Share certificatecertificate or uncertificated Common Share) is registered as the absolute owner thereof and of the Rights 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 will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer, and with the appropriate forms and certificates fully completed and executed, accompanied by a signature guarantee and such other 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 (or, prior to the Distribution Date, the associated Common Share certificateShare) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Share certificate certificate, as applicable, if any, made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14.; and (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company will use its best commercially reasonable efforts to have any such order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the -------- ------- Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common SharesStock; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;; and (c) The the Company and the Rights Agent may deem and treat the person Person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, the associated Common Share Stock certificate) is registered as the absolute Absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;. (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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 the obligation; provided, however, that the Company will must use its reasonable best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possibleoverturned.

Agreement of Rights Holders. Every holder of a Right Rights, by accepting such Rights, becomes a party to this Rights Plan and for greater certainty is bound by the same provisions herein and consents and agrees with the Company Corporation and the Rights Agent and with every other holder of a Right Rights that: (a) Prior such holder shall be bound by and subject to the Distribution Dateprovisions of this Agreement, the Rights are transferable only as amended from time to time in connection accordance with the transfer terms hereof, in respect of the Common Sharesall Rights held; (b) After prior to the Distribution DateSeparation Time, each Right will be transferable only together with, and will be transferred by a transfer of, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for associated Certificate representing such purpose, duly endorsed or accompanied by a proper instrument of transferRight; (c) The Company after the Separation Time, the Rights will be transferable only on the Rights Register as provided herein; (d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the person in whose name the Right Rights Certificate (or, prior to the Distribution DateSeparation Time, the associated Common Share certificateCertificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or ownership)or writing on the Right such Rights Certificate or the associated Common Share certificate 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 will shall be affected by any notice to the contrary; (de) Such such holder expressly waives any right is not entitled to receive any fractional Rights and any or fractional securities Common Shares upon the exercise or exchange of a Right, except as otherwise provided in Section 14.Rights; (ef) Notwithstanding without the approval of any holder of Rights and upon the sole authority of the Board acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to and as provided herein; and (g) notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent will 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, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common Shares; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;; and (c) The the Company and the Rights Agent may deem and treat the person Person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, the associated Common Share Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;. (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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 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, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 Share certificate) is registered as the absolute owner thereof and of the Rights 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 will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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; providedPROVIDED, howeverHOWEVER, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly and properly endorsed or accompanied by a proper instrument of transfer; (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 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 will be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the shares of Common SharesStock; (b) After after the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (c) The 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 Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate or the associated Common Share 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 will shall be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14.; and (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will shall use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are shall be transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will shall be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 1414 hereof. (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will shall use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common Shares; (b) After after the Distribution Date, the Right Rights Certificates are will be transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfertransfer and with appropriate forms and certificates fully executed; (c) The 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 certificate or book-entry credit for Common Share certificateShares) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated certificate or book-entry credit for Common Share certificate Shares made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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 (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 will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights Holders. Every holder of a Right Rights by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right Rights that: (a) Prior prior to the Distribution Date, the Rights are will be transferable only in connection with the transfer of the Common Shares; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied accomplished by a proper instrument of transfertransfer and with the appropriate forms and certificates fully executed; (c) The 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 Share Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Rights Agreement to the contrary, neither the Company nor the Rights Agent will 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 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, that the Company will must, subject to the good faith determination of its Board of Directors, use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common SharesStock; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates fully executed; (c) The subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, the associated Common Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will 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) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 prior to the Distribution Date, the Rights are will be transferable only in connection with the transfer of the Common Shares; (b) After after the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer;; and 57 (c) The Company the Corporation 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 Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;. (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company Corporation nor the Rights Agent will 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, that the Company will Corporation must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights Holders. Every holder of a Right by accepting the same Right 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 Separation Date, the Rights are will be transferable only in connection with the transfer of the Common SharesStock; (b) After after the Distribution Separation Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal corporate trust office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer; (c) The the Company and the Rights Agent may deem and treat the person in whose name the Right a Rights Certificate (or, prior to the Distribution Separation Date, the associated Common Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possibleoverturned.

Agreement of Rights 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 are shall be transferable only in connection with the transfer of the Common Shares; ; 15 19 (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; ; (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 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 will shall be affected by any notice to the contrary; ; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. 14 hereof; and (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will shall use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights Holders. Every holder of a Right by accepting the same Right 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 Separation Date, the Rights are will be transferable only in connection with the transfer of the Common SharesStock; (b) After after the Distribution Separation Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal corporate trust office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer; (c) The the Company and the Rights Agent may deem and treat the person in whose name the Right a Rights Certificate (or, prior to the Distribution Separation Date, the associated Common Share Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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 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 will must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possibleoverturned.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the shares of Common SharesStock; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated by the Rights Agent for such purposepurposes, duly endorsed or accompanied by a proper instrument of transfertransfer and with the appropriate forms and certificates fully executed; (c) The subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person Person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, the associated Common Share certificateStock certificate (or book-entry shares in respect of Common Stock)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will 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) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company will shall use its best efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common Shares; (b) After after the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (c) The 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 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 will shall be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14.; and (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, that the Company will shall use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are will be transferable only in connection with the transfer of the Common Shares; (b) After after the Distribution Date, the Right Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purposeAgent, duly endorsed or accompanied by a proper instrument of transfer; (c) The the Company and the Rights Agent may deem and treat the person Person in whose name the Right a Rights Certificate (or, prior to the Distribution Date, the associated Common Share Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Right Certificate Rights Certificates or the associated Common Share 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 will shall be affected by any notice to the contrary;; and (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14. (e) Notwithstanding notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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 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, that the Company will use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

Agreement of Rights 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 are shall be transferable only in connection with the transfer of the Common Shares; (b) After the Distribution Date, the Right Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office of the Rights Agent designated for such purpose, duly endorsed or accompanied by a proper instrument of transfer; (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 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 will shall be affected by any notice to the contrary; (d) Such holder expressly waives any right to receive any fractional Rights and any fractional securities upon exercise or exchange of a Right, except as otherwise provided in Section 14.14 hereof; and (e) Notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent will 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, prohibiting or otherwise restraining performance of such obligation; provided, however, that the Company will shall use its best efforts to have any such injunction, order, decree decree, judgment or ruling lifted or otherwise overturned as soon as possible.