Common use of Certificates and Transfer of Rights Clause in Contracts

Certificates and Transfer of Rights. (a) COMMON STOCK OUTSTANDING ON THE RECORD DATE. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar 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 of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date")), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock of the Company (which certificates of such Common Stock of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Stock (including a transfer to the Company). With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the earlier of Distribution Date or Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificate. The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C, to any holder of Rights who may so request from time to time prior to the Expiration Date.

Certificates and Transfer of Rights. (a) COMMON STOCK OUTSTANDING ON THE RECORD DATECommon Shares Outstanding on the Record Date. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar 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 of, or first public announcement of the intent of any Person (other than the Company, any subsidiary Subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any subsidiary Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date")), the Rights will be evidenced (subject ----------------- to the provisions of paragraph (b) of this Section 3) by the certificates for --------- Common Stock Shares of the Company (which certificates of such Common Stock Shares of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Stock Shares (including a transfer to the Company). With respect to certificates for the Common Stock Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock Shares of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Stock Shares of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Stock Shares of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificate. The Company will make availableinclude with its next mailing, as promptly as practicable following the Record Dateby third-class, postage prepaid mail, of its quarterly report to Shareholders, if any, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"). However, if such ----------------- mailing has not occurred by the expiration of 60 days after the expiration of the quarter in which this Agreement becomes effective, the Company will promptly mail the Summary of Rights separately, by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time the Common Shares of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company and no such mailing shall be made with the Company's quarterly report to time prior to the Expiration DateShareholders.

Certificates and Transfer of Rights. (a) COMMON STOCK OUTSTANDING ON THE RECORD DATECommon Stock Outstanding on the Record Date. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar 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 of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "“Distribution Date"”)), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock of the Company (which certificates of such Common Stock of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Stock (including a transfer to the Company). With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the earlier of Distribution Date or Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificate. The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C, to any holder of Rights who may so request from time to time prior to the Expiration Date.

Certificates and Transfer of Rights. (a) COMMON STOCK OUTSTANDING ON THE RECORD DATECommon Shares Outstanding on the Record Date. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar 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 of, or first public announcement of the intent of any Person (other than the Company, any subsidiary Subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any subsidiary Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date")), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock Shares of the Company (which certificates of such Common Stock Shares of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Stock Shares (including a transfer to the Company). With respect to certificates for the Common Stock Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock Shares of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Stock Shares of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Stock Shares of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificate. The Company will make availableinclude with its next mailing, as promptly as practicable following the Record Dateby third-class, postage prepaid mail, of its quarterly report to Shareholders, if any, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"). However, if such mailing has not occurred by the expiration of 60 days after the expiration of the quarter in which this Agreement becomes effective, the Company will promptly mail the Summary of Rights separately, by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time the Common Shares of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company and no such mailing shall be made with the Company's quarterly report to time prior to the Expiration DateShareholders.

Certificates and Transfer of Rights. (a) COMMON STOCK OUTSTANDING ON THE RECORD DATECommon Shares Outstanding on the Record Date. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar 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 of, or first public announcement of the intent of any Person (other than the Company, any subsidiary Subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any subsidiary Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days Business Days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date")), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for Common Stock Shares of the Company (which certificates of such Common Stock Shares of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Stock Shares (including a transfer to the Company). With respect to certificates for the Common Stock Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock Shares of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Stock Shares of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Stock Shares of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificate. The Company will make availableinclude with its next mailing, as promptly as practicable following the Record Dateby third-class, postage prepaid mail, of its quarterly report to Shareholders, if any, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit CC (the "Summary of Rights"). However, if such mailing has not occurred by the expiration of 60 days after the expiration of the quarter in which this Agreement becomes effective, the Company will promptly mail the Summary of Rights separately, by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time the Common Shares of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company and no such mailing shall be made with the Company's quarterly report to time prior to the Expiration DateShareholders.

Certificates and Transfer of Rights. (a) COMMON STOCK SHARES OUTSTANDING ON THE RECORD DATE. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar 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 of, or first public announcement of the intent of any Person (other than the Company, any subsidiary Subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any subsidiary Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days Business Days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution DateDISTRIBUTION DATE")), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section SECTION 3) by the certificates for Common Stock Shares of the Company (which certificates of such Common Stock Shares of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Stock Shares (including a transfer to the Company). With respect to certificates for the Common Stock Shares of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock Shares of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Stock Shares of the Company shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Stock Shares of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock Shares of the Company represented by such certificate. The Company will make availableinclude with its next mailing, as promptly as practicable following the Record Dateby third-class, postage prepaid mail, of its quarterly report to Shareholders, if any, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit CC (the "SUMMARY OF RIGHTS"). However, if such mailing has not occurred by the expiration of 60 days after the expiration of the quarter in which this Agreement becomes effective, the Company will promptly mail the Summary of Rights separately, by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time the Common Shares of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company and no such mailing shall be made with the Company's quarterly report to time prior to the Expiration DateShareholders.

Certificates and Transfer of Rights. (a) COMMON STOCK OUTSTANDING ON THE RECORD DATE. Until the earlier of (unless extended by the Board of Directors of the Company) (i) the Share Acquisition Date or (ii) the close of business on the tenth calendar 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 of, or first public announcement of the intent of any Person (other than the Company, any subsidiary Subsidiary of the Company, any employee benefit plan of the Company or any Person organized, appointed or established by the Company or any subsidiary Subsidiary of the Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person (including any such date that is after the date of this Agreement and prior to the issuance of the Rights Rights) (the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date")), the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section SECTION 3) by the certificates for Common Stock of the Company (which certificates of such Common Stock of the Company shall be deemed also to be Rights Certificates), and not by separate Rights Certificates, and the right to receive Rights Certificates will be transferable only in connection with the transfer of such Common Stock (including a transfer to the Company). With respect to certificates for the Common Stock of the Company outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock of the Company with or without a Summary of Rights attached thereto and the registered holders of the Common Stock of the Company shall also be the registered holders of the associated Rights. Until the earlier of Distribution Date or Expiration Date, the surrender or transfer (including a transfer to the Company) of any of the certificates for the Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the Rights associated with the Common Stock of the Company represented by such certificate. The Company will make availableinclude with its mailing, as promptly as practicable following the Record Dateby third-class, postage prepaid mail, of its quarterly report to Stockholders, if any, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit CC (the "SUMMARY OF RIGHTS"). If such mailing has not occurred by the expiration of 60 days after the expiration of the quarter in which this Agreement becomes effective, the Company will promptly mail the Summary of Rights separately, by first-class, postage prepaid mail, to any each record holder of Rights who may so request from time to time prior to the Expiration Common Stock of the Company as of the close of business on the Record Date, at the address of such holder shown on the records of the Company.