Common use of Amendment to Section 3(a) Clause in Contracts

Amendment to Section 3(a). The first sentence of Section 3(a) of the Rights Agreement is amended and restated in its entirety to read as follows: (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights, the earlier of such dates being herein referred to as the “Distribution Date”; provided, however, that notwithstanding the foregoing, a Distribution Date shall not occur or be deemed to have occurred as a result of the Transactions), (x) the Rights will be evidenced by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Common Shares.”

Amendment to Section 3(a). The first sentence of Section 3(a) of the Rights Amended Agreement is hereby amended and restated to read in its entirety to read as follows: (a) Until the earlier of the close of business on (i) the Shares tenth day after the Stock Acquisition Date Date, or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares Stock for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person the Beneficial Owner of Common Stock aggregating twenty-percent (20%) or more of the then outstanding Common Stock, irrespective of whether any shares of Common Stock are actually purchased pursuant to such offer (including any such date which is after the date of this Agreement Record Date (with respect to Rights) and the Effective Date (with respect to Second Rights) and prior to the issuance of the Rights or the Second Rights, as the earlier case may be, the earliest of such dates being herein referred to as the “"Distribution Date”; provided, however, that notwithstanding the foregoing, a Distribution Date shall not occur or be deemed to have occurred as a result of the Transactions"), (x) the Rights/Second Rights will be evidenced evidenced, subject to the provisions of Section 3(b) hereof, by the certificates for Common Shares Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Rights Certificates) and not by be separate Right Rights Certificates, and (y) the Rights (and the right to receive Right Rights Certificates therefor) will be transferable only in connection with the transfer of Common SharesStock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate, in substantially the form of Exhibit B attached hereto ("Rights Certificate"), evidencing one Right or Second Right, as the case may be, for each Common Stock share so held. As of the Distribution Date, the Rights and Second Rights will be evidenced solely by such Rights Certificates.”

Amendment to Section 3(a). The first sentence of Section 3(a) of the Rights Agreement is hereby amended and restated in its entirety to read as follows: (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date (or, if the tenth day after the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action day after the earlier of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) of a tender or exchange offer by any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any wholly-owned Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan; and other than Textron Inc. ("Textron") ofor any wholly-owned subsidiary thereof ("Sub"), where Textron and/or Sub commence such offer pursuant to the terms of that certain Agreement and Plan of Merger among Textron, Sub and the Company, dated as of September 12, 1995, as may be amended, modified or of supplemented) or the first public announcement of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any make such plan) an offer which is to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), be later commenced the consummation of which offer would result in any beneficial ownership by a Person becoming an Acquiring Person of Voting Stock with 30% or more of the then existing Voting Power (the "Tender Offer Date") (including any such date which is after the date of this Agreement and prior to the issuance of the Rights, the earlier of such dates described in clauses (i) and (ii) above being herein referred to as the “"Distribution Date”; provided, however, that notwithstanding the foregoing, a Distribution Date shall not occur or be deemed to have occurred as a result of the Transactions"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) and (c)) by the certificates for Common Shares registered in the names of the holders thereof (which certificates for Common Shares shall also be deemed to be Right Certificatescertificates) and not by separate Right Certificatescertificates, and (y) the Rights (and the right to receive Right Certificates therefor) rights will be transferable only in connection with the transfer of the underlying Common Shares. As soon as practicable after the Distribution Date, the Rights Agent will send, by first- class, insured, postage prepaid mail, to each record holder of Common Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right certificate, in substantially the form of Exhibit A hereto (collectively, the "Right Certificates"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.”

Amendment to Section 3(a). The first sentence of Section 3(a) of the Rights Agreement is amended and restated in its entirety to read as follows: (a) Until the earlier of (i) the Shares Close of Business on the tenth day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date), or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) , after the date of the commencement (determined in accordance with Rule 14d-2 under the Exchange Act) that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or employee stock plan of the Company or of any Subsidiary of the Company Company, or any Person or entity holding Common Shares organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of shares that may be purchased thereunder, such Person would be the Beneficial Owner of 15% or more of the intention shares of any Person Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights, the earlier of such dates (i) or (ii) being herein referred to as the “Distribution Date”; provided, however, that notwithstanding the foregoing, a Distribution Date shall not occur or be deemed to have occurred as a result of the Transactions), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common SharesStock (including a transfer to the Company).”

Amendment to Section 3(a). The first sentence of Section 3(a) of the Rights Agreement is amended and restated in its entirety to read as follows: (a) Until the earlier of (i) the Shares close of business on the tenth Business Day (or such later date as may be determined by the Board) after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonBoard) after the date of the commencement that a tender or exchange offer (determined in accordance with Rule 14d-2 under the Exchange Actother than a Permitted Offer) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company Company, or any entity holding Common Shares Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-2 of the first public announcement General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the intention shares of any Person Common Stock then outstanding (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights, the earlier of such dates (i) and (ii) being herein referred to as the “Distribution Date”; , provided, however, that notwithstanding the foregoing, a Distribution Date shall not occur or be deemed to have occurred as a result of the occurrence of any of the Transactions), (x) the Rights will be evidenced by the certificates for the Common Shares Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common SharesStock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. With respect to certificates for the Common Stock outstanding as of the close of business on the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (i) shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee benefit plan or arrangement, or upon the exercise, conversion or exchange of securities granted or issued by the Company prior to the Distribution Date, and (ii) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (x) no such Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, and (y) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.”

Amendment to Section 3(a). The first sentence of Section 3(a) of the Rights Agreement is hereby amended and restated in its entirety to read as follows: (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Company’s Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement (determined of, or of the first public announcement of the intention of any Person to commence, a tender or exchange offer the consummation of which would result in accordance with Rule 14d-2 under the Exchange Act) by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or Company, any entity holding Common Shares for or pursuant to the terms of any such plan) of, or any trustee, administrator, or fiduciary of such a plan) becoming the first public announcement Beneficial Owner of the intention of any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan Common Shares of the Company aggregating 15% (or, in the case of Tadano, 30%) or of any Subsidiary more of the Company or any entity holding then outstanding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (which intention to commence remains in effect for five Business Days after such announcement), the consummation of which would result in any Person becoming an Acquiring Person (including in either case any such date which is after the date of this Agreement and prior to the issuance of the Rights, Payment Date; the earlier of such dates being herein referred to as the “Distribution Date”; provided, however, that notwithstanding if the foregoingtenth day or Business Day, a as the case may be, after the pertinent date occurs before the Record Date, “Distribution Date Date” shall not occur or be deemed to have occurred as a result of mean the TransactionsRecord Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates therefor) will be transferable only in connection with the transfer of Common SharesShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Shares of the Company as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right for each Common Share of the Company so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.”