Common use of Consolidation, Merger, etc Clause in Contracts

Consolidation, Merger, etc. If the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed converted into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share Units of Series A Junior Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, Unit (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares Units of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction (y) the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was are outstanding immediately after such event and (z) the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Class A Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Class A Common Stock is changed or exchanged. If In the Corporation event the corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Class A Common Stock payable in shares of Class A Common Stock, (ii) subdivide the outstanding Class A Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Class A Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of Common Stock are exchanged for or changed converted into other stock or securities, cash cash, or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash cash, or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (a) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (b) subdivide the outstanding shares of Common Stock, or (c) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 1000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In the event that the Corporation shall enter into be a party to any consolidation, merger, combination or other transaction in which the outstanding shares of Common Stock are exchanged for converted or changed into or exchanged for other stock or capital stock, securities, cash or any other property, or any combination thereof, then then, in any each such case case, each share of the Series A Junior Preferred Stock shall at the same time be similarly exchanged converted or changed into or exchanged for an amount per shareaggregate amount, subject to the provision for adjustment as hereinafter set forthprovided in this Section 7, equal to 1,000 100 times the aggregate amount of capital stock, securities, cash or any and/or other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is being converted or changed or exchanged. If In the event that the Corporation shall at any time after the effective date of this Resolution declare or pay any dividend on the Common Stock payable in shares of Common Stock, Stock or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then then, in each such case case, the aggregate amount set forth in per share to which the holders of shares of the Series A Preferred Stock would have been entitled to receive immediately prior to such event pursuant to the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such aggregate per share amount by a fraction, the numerator of which is shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In the event that the Corporation shall enter into be a party to any consolidation, merger, combination or other transaction in which the outstanding shares of Common Stock are exchanged for converted or changed into or exchanged for other stock or capital stock, securities, cash or any other property, or any combination thereof, then then, in any each such case case, each share of the Series A Junior Preferred Stock shall at the same time be similarly exchanged converted or changed into or exchanged for an amount per shareaggregate amount, subject to the provision for adjustment as hereinafter set forthprovided in this Section 7, equal to 1,000 100 times the aggregate amount of capital stock, securities, cash or any and/or other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is being converted or changed or exchanged. If In the event that the Corporation shall at any time after the effective date of this Certificate of Designations (a) declare or pay any dividend on the Common Stock payable in shares of Common Stock, Stock or (ii) effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then then, in each such case case, the aggregate amount set forth in per share which the holders of shares of the Series A Preferred Stock shall thereafter be entitled to receive pursuant to the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying the aggregate amount per share in effect pursuant to such amount sentence immediately prior to such event multiplied by a fraction, the numerator of which is shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In the event that the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereofotherwise changed, then and in any each such case each share event, the shares of Series A Junior B Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then and in each such case event, the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event event, and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are converted into, exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly converted into, exchanged for or changed into an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchanged. If In the event the Corporation shall at any time after the Issue Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the conversion, exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Cumulative Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Cumulative Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereofotherwise changed, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A C Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 one thousand (1,000) times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the Corporation event the Company shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A C Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed or converted into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged exchanged, changed or changed into converted in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed changed, exchanged, or exchangedconverted. If In the Corporation event the corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted adjustment by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, merger combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 one thousand (1,000) times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, merger combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A 1999 Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 10,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A 1999 Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed converted into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case case, each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchanged. If In the Corporation event the Company shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock, or effect a subdivision or combination or consolidation of the (iii) combine outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case case, the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was are outstanding immediately after such event, and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In the event that the Corporation shall enter into be a party to any consolidation, merger, combination or other transaction in which the outstanding shares of Common Stock are exchanged for converted or changed into or exchanged for other stock or capital stock, securities, cash or any other property, or any combination thereof, then then, in any each such case case, each share of the Series A Junior Preferred Stock shall at the same time be similarly exchanged converted or changed into or exchange for an amount per shareaggregate amount, subject to the provision for adjustment as hereinafter set forthprovided in this Section 7, equal to 1,000 100 times the aggregate amount of capital stock, securities, cash or any and/or other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is being converted or changed or exchanged. If In the event that the Corporation shall at any time after the effective date of this Resolution declare or pay any dividend on the Common Stock payable in shares of Common Stock, Stock or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then then, in each such case case, the aggregate amount set forth in per share to which the holders of shares of the Series A Preferred Stock would have been entitled to receive immediately prior to such event pursuant to the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such aggregate per share amount by a fraction, the numerator of which is shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or stock, securities, cash or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 ten thousand (10,000) times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (ii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereofotherwise changed, then in any such case each share the shares of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the Corporation event the corporation shall at any time after the Rights Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A C Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A C Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator denomination of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 one thousand (1,000) times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 10,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Junior Participating Preferred Stock. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into -------------------------- any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed converted into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share Units of Series A Junior Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, Unit (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares Units of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 one thousand (1,000) times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of Stock (ii) subdivide the outstanding shares of Common Stock or (by reclassification or otherwiseiii) combine the outstanding Common Stock into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or stock, securities, cash or and/or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Preferred Stock shall at the same time be similarly exchanged for or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 200 times the aggregate amount of stock, securities, cash or any other property (payable in kind), or any combination thereofproperty, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation shall at any time declare or after the Rights Declaration Date pay any dividend on the Common Stock payable in shares of Common Stock, Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall -------------------------- enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock common stock are exchanged for or changed converted into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share Units of Series A Junior Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, Unit (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares Units of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Class B Common Stock are exchanged for or changed into other stock or stock, securities, cash or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior B Preferred Stock shall at the same time be similarly exchanged for or changed into an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 one thousand (1,000) times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Class B Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Class B Common Stock payable in shares of Class B Common Stock, (ii) subdivide the outstanding Class B Common Stock, or effect a subdivision or combination or consolidation of (ii) combine the outstanding shares of Class B Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior B Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Class B Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class B Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In the event that the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock of the Corporation are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 10,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock of the Corporation is changed or exchanged, plus accrued and unpaid dividends, if any, payable with respect to the Series A Preferred Stock. If In the event that the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Stock of the Corporation payable in shares of Common Stock, Stock of the Corporation or (ii) effect a subdivision or combination or consolidation of the outstanding shares of Common Stock of the Corporation (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock of the Corporation) into a greater or lesser number of shares of Common StockStock of the Corporation, then in each such case case, the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock of the Corporation outstanding immediately after such event and the denominator of which is the number of shares of Common Stock of the Corporation that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Class A Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Class A Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Record Date (i) declare or and pay any dividend on the Class A Common Stock payable in shares of Class A Common Stock, (ii) subdivide the outstanding Class A Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Class A Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, effective August 15, 1996 but thereafter subject to the provision for adjustment hereinafter set forth, equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or converted or changed into other stock or securities, cash or and/or any other property, property (or into the right to receive any combination thereofof the foregoing), then in any such case each share of Series A Junior C Preferred Stock shall at the same time be similarly exchanged exchanged, converted or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is converted, changed or exchanged. If In the event the Corporation shall shall, at any time after the Initial Issuance Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common StockStock (and an equivalent dividend is not declared on the Series C Preferred Stock or the Series C Preferred Stock is not similarly subdivided or combined), then in each such case the amount set forth in the preceding sentence with respect to the conversion, exchange or change of shares of Series A Junior C Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Class A Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Class A Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Class A Common Stock payable in shares of Class A Common Stock, (ii) subdivide the outstanding Class A Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Class A Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into -------------------------- any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed converted into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share Units of Series A Junior B Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, Unit (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares Units of Series A Junior B Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of Common Stock are exchanged for or changed converted into other stock or securities, cash cash, or any other property, or any combination thereof, then in any such case each share the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash cash, or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (a) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (b) subdivide the outstanding shares of Common Stock, or (c) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or converted or changed into other stock or securities, cash or and/or any other property, property (or into the right to receive any combination thereofof the foregoing), then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged exchanged, converted or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is converted, changed or exchanged. If In the event the Corporation shall shall, at any time after the Rights Declaration Date, declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common StockStock (and an equivalent dividend is not declared on the Series A Preferred Stock or the Series A Preferred Stock is not similarly subdivided or combined), then in each such case the amount set forth in the preceding sentence with respect to the conversion, exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator denomination of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If the Corporation shall enter into any consolidation, merger, statutory share exchange, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, securities cash or any other property, or any combination thereof, thereof then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 100 times the aggregate amount of stock, securities, cash or any other property (payable in kind), or any combination thereof, thereof as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior C Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 one hundred times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior C Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Class A Common Stock and Class B Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Class A Common Stock and Class B Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Class A Common Stock or Class B Common Stock payable in shares of Class A Common Stock or Class B Common Stock, (ii) subdivide the outstanding Class A Common Stock or Class B Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Class A Common Stock (by reclassification or otherwise) Class B Common Stock into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Class A Common Stock and Class B Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock and Class B Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation Company shall enter into any consolidation, merger, combination combination, scheme of arrangement or other transaction in which the shares of Common Stock Ordinary Shares are cancelled or exchanged for or changed into other stock Shares or securities, cash or and/or any other property, or any combination thereof, then in any such case each share of the Series A Junior Preferred Stock Shares shall at the same time be similarly cancelled or exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stockShares, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock Ordinary Shares is changed or exchanged. If In the Corporation event the Company shall at any time after the Rights Issuance Authorization Date (i) declare or pay any dividend on the Common Stock Ordinary Shares payable in shares of Common StockOrdinary Shares, (ii) subdivide the outstanding Ordinary Shares, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Common Stock (by reclassification or otherwise) Ordinary Shares into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock Shares shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Ordinary Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Ordinary Shares that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 one thousand (1,000) times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the Corporation event the Company shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of Common Stock are exchanged for or changed converted into other stock or stock, securities, cash or cash, and/or any other property, or any combination thereof, then in any such case each share Shares of Series A Junior Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, Share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or any cash, and/or other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares Shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share of Series A B Junior Participating Preferred Stock Shares shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Record Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Junior Participating Preferred Stock Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereofotherwise changed, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 1000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after [ ], 2003 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or converted or changed into other stock or securities, cash or and/or any other property, property (or into the right to receive any combination thereofof the foregoing), then in any such case each share of Series A Junior B Preferred Stock shall at the same time be similarly exchanged exchanged, converted or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is converted, changed or exchanged. If In the event the Corporation shall shall, at any time after the Rights Declaration Date, declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common StockStock (and an equivalent dividend is not declared on the Series B Preferred Stock or the Series B Preferred Stock is not similarly subdivided or combined), then in each such case the amount set forth in the preceding sentence with respect to the conversion, exchange or change of shares of Series A Junior B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination statutory share exchange or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or converted or changed into other stock or securities, cash or and/or any other property, property (or into the right to receive any combination thereofof the foregoing), then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged exchanged, converted or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is converted, changed or exchanged. If In the event the Corporation shall shall, at any time after the Rights Dividend Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common StockStock (and an equivalent dividend is not declared on the Series A Preferred Stock or the Series A Preferred Stock is not similarly subdivided or combined), then in each such case the amount set forth in the preceding sentence with respect to the conversion, exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If the Corporation shall enter into any consolidation, merger, combination share exchange or other transaction in which the all outstanding shares of Common Stock are exchanged for or changed into other stock or securities, cash or any cash, other property, property or any combination thereof, then in any such case each outstanding share of Series A Junior Preferred Stock shall at the same time be similarly exchanged for or changed into an amount per share, subject to the provision for adjustment hereinafter set forthforth in the next succeeding sentence, equal to 1,000 100 times the aggregate amount of stock, securities, cash or any and other property (payable in kind), or any combination thereof, as the case may be, into which or for which each outstanding share of Common Stock is changed exchanged or exchangedinto which each outstanding share of Common Stock is changed. If In the event that the Corporation shall at any time after September 17, 2001, (1) declare or pay any a dividend on the Common Stock that is payable in shares of Common Stock, (2) reclassify the Common Stock or (3) otherwise effect a subdivision split-up, division or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in per share for which Series A Preferred Stock would be exchanged, or into the amount which Series A Preferred Stock would be changed, immediately prior to such event under the immediately preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock this Section 7, shall be adjusted by multiplying such amount by a fraction, the numerator of which is shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If the Corporation shall enter into any consolidation, merger, share exchange, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, or any combination thereofof the foregoing, then in any such case each share of Series A Junior Class B Preferred Stock (Series A) shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 100 times the aggregate amount of stock, securities, cash or any other property (payable in kind), or any combination thereofproperty, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation shall at any time declare or after the Rights Declaration Date pay any dividend on the Common Stock payable in shares of Common Stock, Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Class B Preferred Stock (Series A) shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If (a) In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share of Series A Junior Class B Voting Preferred Stock shall at the same time be similarly exchanged for or changed into an amount per share, subject to the provision for adjustment hereinafter set forthforth in subsection (b) of this Section 6, equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If . (b) In the Corporation event the Company shall at any time after July 19, 1996 (i) declare or pay any a dividend on the outstanding shares of Common Stock payable in shares of Common Stock, (ii) split up or effect divide the outstanding shares of Common Stock, (iii) combine the outstanding shares of Common Stock into a subdivision smaller number of shares, or combination or consolidation (iv) issue any shares of its capital stock in a reclassification of the outstanding shares of Common Stock (by including any such reclassification in connection with a consolidation or otherwise) into a greater merger in which the Company is the continuing or lesser number surviving corporation), then, in each such case, and regardless of whether any shares of Class B Voting Preferred Stock are then issued or outstanding, the amount per share to which each holder of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Class B Voting Preferred Stock would be entitled immediately prior to such event under subsection (a) of this Section 6 shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or converted or changed into other stock or securities, cash or and/or any other property, property (or into the right to receive any combination thereofof the foregoing), then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged exchanged, converted or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 one thousand (1,000) times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is converted, changed or exchanged. If In the event the Corporation shall shall, at any time after the Rights Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common StockStock (and an equivalent dividend is not declared on the Series A Preferred Stock or the Series A Preferred Stock is not similarly subdivided or combined), then in each such case the amount set forth in the preceding sentence with respect to the conversion, exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A E Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 one thousand (1,000) times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the Corporation event the Company shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A E Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If the Corporation shall enter into any consolidation, merger, combination share exchange or other transaction in which the all outstanding shares of Common Stock are exchanged for or changed into other stock or securities, cash or any cash, other property, property or any combination thereof, then in any such case each outstanding share of Series A Junior I Preferred Stock shall at the same time be similarly exchanged for or changed into an amount per share, subject to the provision for adjustment hereinafter set forthforth in the next succeeding sentence, equal to 1,000 times the aggregate amount of stock, securities, cash or any and other property (payable in kind), or any combination thereof, as the case may be, into which or for which each outstanding share of Common Stock is changed exchanged or exchangedinto which each outstanding share of Common Stock is changed. If In the event that the Corporation shall at any time after April 10, 2001, (1) declare or pay any a dividend on the Common Stock that is payable in shares of Common Stock, (2) reclassify the Common Stock or (3) otherwise effect a subdivision split-up, division or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in per share for which Series I Preferred Stock would be exchanged, or into the amount which Series I Preferred Stock would be changed, immediately prior to such event under the immediately preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock this Section 7, shall be adjusted by multiplying such amount by a fraction, the numerator of which is shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall -------------------------------------- enter into any consolidation, merger, combination combination, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or cash, and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or cash, and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If the Corporation shall enter --------------------------- into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was outstanding immediately prior to such event.

Consolidation, Merger, etc. If the Corporation shall enter into any consolidation, merger, combination share exchange or other transaction in which the all outstanding shares of Common Stock are exchanged for or changed into other stock or securities, cash or any cash, other property, property or any combination thereof, then in any such case each outstanding share of Series A Junior I Preferred Stock shall at the same time be similarly exchanged for or changed into an amount per share, subject to the provision for adjustment hereinafter set forthforth in the next succeeding sentence, equal to 1,000 times the aggregate amount of stock, securities, cash or any and other property (payable in kind), or any combination thereof, as the case may be, into which or for which each outstanding share of Common Stock is changed exchanged or exchangedinto which each outstanding share of Common Stock is changed. If In the event that the Corporation shall at any time after August 27, 1998, (1) declare or pay any a dividend on the Common Stock that is payable in shares of Common Stock, (2) reclassify the Common Stock or (3) otherwise effect a subdivision split-up, division or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in per share for which Series I Preferred Stock would be exchanged, or into the amount which Series I Preferred Stock would be changed, immediately prior to such event under the immediately preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock this Section 7, shall be adjusted by multiplying such amount by a fraction, the numerator of which is shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or converted or changed into other stock or securities, cash or and/or any other property, property (or into the right to receive any combination thereofof the foregoing), then in any such case each share of Series A Junior B Preferred Stock shall at the same time be similarly exchanged exchanged, converted or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is converted, changed or exchanged. If In the Corporation shall event the Company shall, at any time after the Rights Dividend Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common StockStock (and an equivalent dividend is not declared on the Series B Preferred Stock or the Series B Preferred Stock is not similarly subdivided or combined), then in each such case the amount set forth in the preceding sentence with respect to the conversion, exchange or change of shares of Series A Junior B Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A J Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 one thousand (1,000) times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A J Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation Company shall enter into any consolidation, merger, statutory exchange combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share of Series A Junior B Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 100 times (as adjusted, the "Exchange Multiple") the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the Corporation event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock Exchange Multiple shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In the event that the Corporation shall enter into be a party to any consolidation, merger, combination or other transaction in which the outstanding shares of Common Stock are exchanged for converted or changed into or exchanged for other stock or capital stock, securities, cash or any other property, or any combination thereof, then then, in any each such case case, each share of the Series A Junior B Preferred Stock shall at the same time be similarly exchanged converted or changed into or exchanged for an amount per shareaggregate amount, subject to the provision for adjustment as hereinafter set forthprovided in this Section 7, equal to 1,000 100 times the aggregate amount of capital stock, securities, cash or any and/or other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is being converted or changed or exchanged. If In the event that the Corporation shall at any time after the effective date hereof (a) declare or pay any dividend on the Common Stock payable in shares of Common Stock, Stock or (b) effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then then, in each such case case, the aggregate amount set forth in per share which the holders of shares of the Series B Preferred Stock shall thereafter be entitled to receive pursuant to the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying the aggregate amount per share in effect pursuant to such amount sentence immediately prior to such event multiplied by a fraction, the numerator of which is shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share case, the shares of Junior Participating Preferred Stock, Series A Junior Preferred Stock D shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (a) declare or pay any dividend on the Common Stock payable in shares of Common Stock, (b) subdivide or effect a subdivision or combination or consolidation of split the outstanding shares of Common Stock, or (c) combine or consolidate the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Junior Participating Preferred Stock, Series A Junior Preferred Stock D shall be adjusted by multiplying such amount by a fraction, ; the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, or any combination thereof, then in any such case each share of Series A Junior C Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior C Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of the Sixth Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 2,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in to which holders of shares of the Sixth Series were entitled immediately before such event pursuant to the preceding sentence with respect to the exchange or change of shares of the Sixth Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to before such event.

Consolidation, Merger, etc. If In case the Corporation Company shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or cash, and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or cash, and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the Corporation event the Company shall at any time after the Rights Declaration Date: (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event event, and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of Common Stock are exchanged for or changed converted into other stock or stock, securities, cash or cash, and/or any other property, or any combination thereof, then in any such case each share Shares of Series A Junior B Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, Share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or any cash, and/or other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares Shares of Series A Junior B Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine or consolidate the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation Company shall enter --------------------------- into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the Corporation event the Company shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock (ii) subdivide the outstanding Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In the event that the Corporation shall enter into be a party to any consolidation, merger, combination or other transaction in which the outstanding shares of Common Stock are exchanged for converted or changed into or exchanged for other stock or capital stock, securities, cash or any other property, or any combination thereof, then then, in any each such case case, each share of the Series A Junior Preferred Stock shall at the same time be similarly exchanged converted or changed into or exchanged for an amount per shareaggregate amount, subject to the provision for adjustment as hereinafter set forthprovided in this Section 7, equal to 1,000 100 times the aggregate amount of capital stock, securities, cash or any and/or other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is being converted or changed or exchanged. If In the event that the Corporation shall at any time after the effective date of this Articles of Amendment (a) declare or pay any dividend on the Common Stock payable in shares of Common Stock, Stock or (ii) effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then then, in each such case case, the aggregate amount set forth in per share which the holders of shares of the Series A Preferred Stock shall thereafter be entitled to receive pursuant to the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying the aggregate amount per share in effect pursuant to such amount sentence immediately prior to such event multiplied by a fraction, the numerator of which is shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification into a smaller number of shares, through a reverse stock split or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereofotherwise changed, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after March 10, 2008 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation corporation shall enter into any consolidation, merger, combination statutory share exchange, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation corporation shall at any time after the date hereof declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of Common Stock are exchanged for or changed converted into other stock or securities, cash cash, or any other property, or any combination thereof, then in any such case each share the shares of Series A D Junior Participating Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash cash, or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchangedexchanged . If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (a) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (b) subdivide the outstanding shares of Common Stock, or (c) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares of Series A D Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 10,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or stock, securities, cash or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 one thousand (1,000) times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall -------------------------- enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A B Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A B Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock or (by reclassification iii) combine the outstanding Common Stock into a smaller number of shares, through a reverse stock split or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation Company shall enter into any consolidation, merger, scheme of arrangement, combination or other transaction in which the shares of Common Stock Ordinary Shares are exchanged for or changed into other stock shares or securities, cash or and/or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock Share shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 100 times the aggregate amount of stockshares, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock Ordinary Share is changed or exchanged. If In the Corporation event the Company shall at any time declare or pay any dividend on the Common Stock Ordinary Shares payable in shares of Common StockOrdinary Shares, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock Ordinary Shares (by reclassification or otherwiseotherwise than by payment of a dividend in Ordinary Shares) into a greater or lesser number of shares of Common StockOrdinary Shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Ordinary Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Ordinary Shares that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification into a smaller number of shares, through a reverse stock split or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Class A Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of capital stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into for which or for into which each share of Class A Common Stock is changed exchanged or exchangedchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Class A Common Stock payable in shares of Class A Common Stock, (ii) subdivide the outstanding Class A Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Class A Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereofotherwise changed, then in any such case each share the shares of Series A Junior B Preferred Stock shall at the same time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 100 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the Corporation event the corporation shall at any time after the Rights Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior B Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed converted into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share Units of Series A Junior Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, Unit (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares Units of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction -6- 61 the numerator of which is shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereofotherwise changed, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after [·], 2007 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination combination, or other transaction in which the shares of Common Stock are exchanged for or changed converted into other stock or securities, cash cash, or any other property, or any combination thereof, then in any such case each share the shares of Series A A-1 Junior Participating Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 10,000 times the aggregate amount of stock, securities, cash cash, or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchanged. If In the event the Corporation shall at any time after the Rights Dividend Declaration Date (a) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (b) subdivide the outstanding shares of Common Stock, or (c) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares of Series A A-1 Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the then outstanding shares of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event. In the event both this Section 3.5.6 and Section 3.5.2 appear to apply to a transaction, this Section 3.5.6 will control.

Consolidation, Merger, etc. If the Corporation OCA shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation OCA shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or converted or changed into other stock or securities, cash or and/or any other property, property (or into the right to receive any combination thereofof the foregoing), then in any such case each share of Series A Junior G Preferred Stock shall at the same time be similarly exchanged exchanged, converted or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is converted, changed or exchanged. If In the event the Corporation shall shall, at any time after the Rights Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common StockStock (and an equivalent dividend is not declared on the Series G Preferred Stock or the Series G Preferred Stock is not similarly subdivided or combined), then in each such case the amount set forth in the preceding sentence with respect to the conversion, exchange or change of shares of Series A Junior G Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Company Common Stock are exchanged for or changed converted into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share Units of Series A Junior Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, Unit (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Company Common Stock is changed converted or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the outstanding shares of Company Common Stock payable in shares of Company Common Stock, (ii) subdivide outstanding shares of Company Common Stock, or effect a subdivision or combination or consolidation of the (iii) combine outstanding shares of Company Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares Units of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is shall be the number of shares of Company Common Stock that are outstanding immediately after such event and the denominator of which is shall be the number of shares of Company Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed converted into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share Units of Series A Junior Preferred Stock shall at the same time be similarly exchanged for or changed converted into an amount per share, Unit (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed converted or exchanged. If In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on the outstanding shares of Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the (ii) subdivide outstanding shares of Common Stock, or (iii) combine outstanding Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or change conversion of shares Units of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If the Corporation shall enter into any consolidation, merger, statutory share exchange, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, securities cash or any other property, or any combination thereof, thereof then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 2,000 times the aggregate amount of stock, securities, cash or any other property (payable in kind), or any combination thereof, thereof as the case may be, into which or for which each share of Common Stock is changed or exchanged. If the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, or any combination thereof, then in any such case each share of Series A Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 100 times the aggregate amount of stock, securities, cash or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) otherwise than by payment of a dividend in shares of Common Stock into a greater or lesser number of shares of Common Stock), then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In the event that the Corporation shall enter into be a party to any consolidation, merger, combination or other transaction in which the outstanding shares of Common Stock are exchanged for converted or changed into or exchanged for other stock or capital stock, securities, cash or any other property, or any combination thereof, then then, in any each such case case, each share of the Series A Junior B Preferred Stock shall at the same time be similarly exchanged converted or changed into or exchanged for an amount per shareaggregate amount, subject to the provision for adjustment as hereinafter set forthprovided in this Section 7, equal to 1,000 100 times the aggregate amount of capital stock, securities, cash or any and/or other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is being converted or changed or exchanged. If In the event that the Corporation shall at any time after the effective date of this Certificate of Designations (a) declare or pay any dividend on the Common Stock payable in shares of Common Stock, Stock or (ii) effect a subdivision or subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwiseotherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then then, in each such case case, the aggregate amount set forth in per share which the holders of shares of the Series B Preferred Stock shall thereafter be entitled to receive pursuant to the preceding sentence with respect to the exchange or change of shares of Series A Junior Preferred Stock shall be adjusted by multiplying the aggregate amount per share in effect pursuant to such amount sentence immediately prior to such event multiplied by a fraction, the numerator of which is shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that was were outstanding immediately prior to such event.

Consolidation, Merger, etc. If In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or and/or any other property, or any combination thereof, then in any such case each share the shares of Series A Junior Participating Preferred Stock shall at the same mine time be similarly exchanged or changed into in an amount per share, share (subject to the provision for adjustment hereinafter set forth, ) equal to 1,000 times the aggregate amount of stock, securities, cash or and/or any other property (payable in kind), or any combination thereof, as the case may be, into which or for which each share of Common Stock is changed or exchanged. If In the event the Corporation shall at a t any time after the Rights Dividend Declaration Date (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock (ii) subdivide the outstanding Common Stock, or effect a subdivision or combination or consolidation of (iii) combine the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser smaller number of shares of Common Stockshares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that was were outstanding immediately prior to such event.