Common use of Common Stock Record Date Clause in Contracts

Common Stock Record Date. Each Person in whose name any certificate for Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for any number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was mademade and shall show the date of countersignature; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares Common Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was mademade in accordance with Section 7; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day business day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any Rights Share certificate for Common Stock is issued upon the exercise of Rights shall will, for all purposes purposes, be deemed to have become the record holder of record of the shares of Common Stock such Rights Shares represented thereby onthereby, and such certificate shall will be dated, on the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person shall Person will be deemed to have become the record holder of such shares the Rights Shares on, and such certificate shall will be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall holders will not be entitled to any stockholder rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisableShares, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall will not be entitled to receive any notice of any proceedings of the Company, except as provided hereinin this Agreement.

Common Stock Record Date. Each Person person in whose name any certificate for shares of the Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, on and such certificate shall be dated, the next succeeding Business Day business day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock represented thereby on, and such certificate certificates shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings proceeding of the Company, Company except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for any number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such whole and/or fractional shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Per Right Purchase Price (and any applicable transfer taxes) was mademade and shall show the date of countersignature; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for Common Stock is issued upon the exercise of Rights shall shall, for all purposes purposes, be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, dated the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price therefor (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares Common Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person (other than the Company) in whose name any certificate for shares of Common Stock (or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was mademade in accordance with Section 7; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day business day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for Common Stock (and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of such Common Stock (and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, on and such certificate shall be dated, the next succeeding Business Day business day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for Common Stock Shares is issued upon the exercise of Rights Warrants shall for all purposes be deemed to have become the holder of record of the shares of Common Stock Shares represented thereby on, and such certificate shall be dated, the date upon which the Right Warrant Certificate evidencing such Rights Warrants was duly surrendered presented and payment of the Exercise Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender presentation and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares Shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open; provided, further, that unless otherwise provided by law, such transfer books shall not be closed at any one time for a period of longer than five calendar days. Prior to the exercise of the Right rights evidenced thereby, the holder Holder of a Right Certificate Warrant Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares Shares for which the Rights Warrants shall be exercisable, including, without limitation, the right to votevote upon any matter submitted to the stockholders of the Company, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings proceeding of the Company, except as provided herein.

Common Stock Record Date. Each Person (other than the Company) in whose name any certificate for representing Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of such Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights Rights, together with the form of election to purchase duly completed and executed, was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) taxes or other governmental charges was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company relating to the Common Stock or other securities, as the case may be, are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock applicable transfer books of the Company for the Common Stock or other securities, as the case may be, are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock (or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares Common Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any ------------------------ certificate for shares of Common Stock and/or other securities, as the case may be, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise total Purchase Price therefor (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock applicable stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock applicable stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for a number of shares of Common Stock (and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, if any, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of the Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such whole and/or fractional shares of the Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was mademade and shall show the date of countersignature; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate certifi- cate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Certifi- cate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise exer- cise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any ------------------------ certificate for shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and -------- ------- payment is a date upon which the Common Stock (and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name ------------------------ any certificate for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, -------- however, that if the date of such surrender and payment is a date upon ------- which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock (or, following the occurrence of a Triggering Event, other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock or other securities represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares securities on, and such certificate shall be dateddated as of, the next succeeding Business Day on which the Common Stock (or other securities) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. Section 11.

Common Stock Record Date. Each Person in whose name any certificate for Common any number of shares of Com- mon Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such whole and/or frac- tional shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was mademade and shall show the date of countersignature; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price (and any applicable transfer taxesTransfer Taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dateddated as of, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxestaxes or charge) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day business day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be he exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares such share of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for a number of one one-hundredths of a share of Common Stock (or full shares of Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Common Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Common Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for Common Stock representing Rights Shares is issued upon the exercise of Rights shall will, for all purposes purposes, be deemed to have become the record holder of record of the shares of Common Stock such Rights Shares represented thereby onthereby, and such certificate shall will be dated, on the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person shall Person will be deemed to have become the record holder of such shares the Rights Shares on, and such certificate shall will be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall holders will not be entitled to any stockholder rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisableShares, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall will not be entitled to receive any notice of any proceedings of the Company, except as provided hereinin this Agreement.

Common Stock Record Date. Each Person person in whose name any certificate for Common Stock (and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of such Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for a number of Fractional Shares of Common Stock Stock, and/or other securities, as the case may be, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares (fractional or otherwise) of Common Stock Stock, and/or other securities, as the case may be, represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock Stock, and/or other securities, as the case may be, transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock Stock, and/or other securities, as the case may be, transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any ------------------------ certificate for a number of shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and properly presented and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, -------- ------- that if the date of such surrender presentation and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.any

Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby onthereon, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitationlimitations, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of the Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such whole and/or fractional shares of the Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was mademade and shall show the date of countersignature; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any Rights Share certificate for Common Stock is issued upon the exercise of Rights shall will, for all purposes purposes, be deemed to have become the record holder of record of the shares of Common Stock such Rights Shares represented thereby onthereby, and such certificate shall will be dated, on the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (other securities, as the case may be) transfer books of the Company are closed, such person shall Person will be deemed to have become the record holder of such shares the Rights Shares on, and such certificate shall will be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall holders will not be entitled to any stockholder rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisableShares, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall will not be entitled to receive any notice of any proceedings of the Company, except as provided hereinin this Agreement.

Common Stock Record Date. Each Person person in whose name any certificate for a number of shares of Common Stock (and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares of stock (or other securities, as the case may be) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for Common Stock (and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of that Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such those Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if . If the date of such the surrender and payment is a date upon which the a Common Stock (and/or other securities, as the case may be) transfer books of the Company are closed, such person the Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided hereinin this Agreement.

Common Stock Record Date. Each Person person in whose name any certificate for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock represented thereby on, and such certificate certificates shall be dated, the date upon which the Right Rights Certificate evidencing evidenced such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings proceeding of the Company, Company except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or fractions thereof) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price therefor (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (or fractions thereof) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares Common Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; : provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.and

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares of Common Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for any number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such whole and/or fractional shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was mademade and shall show the date of countersignature; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any ------------------------ certificate for a share of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and ----------------- payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled (in such holder’s capacity as such) to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to votevote any shares, to receive dividends or other distributions with respect to any shares or to exercise any preemptive rightsrights with respect to any shares, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for a share of Common Stock (and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate (or notation in the book entry account) for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate (or notation in the book entry account) shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares of Common Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, to or receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, Company except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the shares of Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares of Common Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, on and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day business day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, rights and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any ------------------------ certificate for shares of Common Stock and/or other securities, as the case may be, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock and/or other securities, as the case may be, represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such -------- ------- surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for a number of one-halves of a share of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock applicable transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (or other securities as the case may be), fractional or otherwise, on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock applicable transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to the shares of Common Stock (or other securities, as the case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and such holders shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the shares of Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares of Common Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for Common Stock (and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced therebythereby (or an exchange pursuant to Section 27), the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of Common Stock (or other securities, as the Company with respect to shares case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for a number of shares of Common Stock (or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or other securities) represented thereby onthereby, and such certificate shall be dated, dated as of the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if . If the date of such surrender and payment is a date upon which the Common Stock (or other securities) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities) transfer books of the Company are open. Prior to Before the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided hereinin this Agreement.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock (and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock and/or other securities represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered presented and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender presentation and payment is a date upon which the Common Stock (and/or other securities) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (and/or other securities) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock (or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered presented and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender presentation and payment is a date upon which the Common Stock (or other securities) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person (other than the Company) in whose name any certificate for shares of Common Stock (or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to Before the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any ------------------------------------- certificate for Common Stock is issued upon the exercise of Rights shall shall, for all purposes purposes, be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and -------- ------- payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, dated the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock share transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock share transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares Common Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock such transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares Common Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock and/or other securities, as the case may be, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxestaxes or governmental charges) was duly made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock applicable stock transfer books of the Company Corporation are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock applicable stock transfer books of the Company Corporation are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company Corporation with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the CompanyCorporation, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for a share of Common Stock (and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for a number of shares of Common Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right evidenced thereby, the holder of a Right Certificate shall is not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall will not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made, and if the Rights Agent is the transfer agent for the Common Stock the date of the countersignature; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for shares of Common Stock (or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered presented and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender presentation and payment is a date upon which the Common Stock (or other securities) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby onthereon, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitationlimitations, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for a number of shares of Common Stock (or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or other securities) represented thereby onthereby, and such certificate shall be dated, dated as of the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if . If the date of such surrender and payment is a date upon which the Common Stock (or other securities) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities) transfer books of the Company are open. Prior to Before the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided hereinin this Agreement.

Common Stock Record Date. Each Person in whose name any certificate for Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares Common Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares Common Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, vote or to receive dividends or other distributions or to exercise any preemptive rightsdistribu­tions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for a number of shares of Common Stock and/or other securities, as the case may be, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock and/or other securities, as the case may be, represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock and/or other securities, as the case may be, transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock and/or other securities, as the case may be, transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any ------------------------ certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby onthereon, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon ----------------- which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitationlimitations, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock represented thereby on, and such certificate certificates shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares of Common Stock for which the Rights shall be exercisable, including, without limitation, the right to votevote (on consent with respect thereto), to transfer, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings meeting or proceeding of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for a number of shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for a number of shares of Common Stock (or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Common Stock (or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities, as the case may be) transfer books of the Company are closed, such person Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person (other than the Company) in whose name any certificate for shares of Common Stock (or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock (or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock (or other securities) transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock (or other securities) transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and properly presented and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender presentation and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.any

Common Stock Record Date. Each Person person in whose name any certificate for shares of Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company are closed, such person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares of Common Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Common Stock Record Date. Each Person in whose name any certificate for Common Stock is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Common Stock represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered with the forms of election and certification properly completed and duly executed and payment of the Exercise Purchase Price (and any applicable transfer taxestaxes or charges) was duly made; provided, however, that if the date of such surrender and payment is a date upon which the Common Stock transfer books of the Company Corporation are closed, such person Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding Business Day on which the Common Stock transfer books of the Company Corporation are open. Prior to the exercise of the Right Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of the Company with respect to shares Common Stock for which the Rights shall will be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the CompanyCorporation, except as provided herein.