Common use of Consolidation, Merger or Sale or Transfer of Assets or Earning Power Clause in Contracts

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event, directly or indirectly, at any time after any Person has become an Acquiring Person, (i) the Company shall merge with and into any other Person (other than one or more of its wholly-owned Subsidiaries), (ii) any Person (other than one or more of its wholly-owned Subsidiaries) shall consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or one or more of its wholly-owned Subsidiaries), then, and in each such case, proper provision shall be made so that: (A) each holder of record of a Right (other than Rights which have become void pursuant to Section 11(a)(ii)) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred Stock, such number of validly issued, fully paid and non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; (C) the term “Company” as used herein shall thereafter be deemed to refer to such Principal Party; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and non-assessable paid, nonassessable and freely tradeable tradable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by fifty percent (50% %) of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, however, that upon the subsequent occurrence of any merger, consolidation, mergersale of all or substantially all assets, sale or transfer recapitalization, reclassification of assets shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and a payment of the Purchase Price as provided in this Section 13(a)Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holderhe, at the time of such transaction, owned the shares of Common Stock of the Principal Party receivable purchasable upon the exercise of a Right pursuant to this Section 13(a)Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event, directly or indirectlyevent that, at any time after any a Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that, subject to clause (v) below, the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b)and dividing that product (which, 11(c)following the first occurrence of a Section 13 Event, 11(f), 11(h), 11(ishall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) and 11(m)) and by (2) dividing that product by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event, directly or indirectlyevent that, at any time after any a Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase and except as contemplated by Section 13(d) hereof, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), which shall not be subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “Company” as used herein shall thereafter be deemed to refer to such Principal Party, it being specifically intended that, subject to clause (v) below, the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Except in a Permitted Transaction, in the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (i) the Company shall merge with and into consolidates with, or merges with, or into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o)), and the Company is not the continuing or surviving Person of such consolidation or merger; (ii) any Person (other than one a Subsidiary of the Company in a transaction that complies with Section 11(o)) consolidates with, or more of its wholly-owned Subsidiaries) shall consolidate with merges with, or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be is the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be is changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, ; or (iii) the Company shall sell sells or otherwise transfer transfers (or one or more of its Subsidiaries shall sell sells or otherwise transfertransfers), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o)), then, and in each such casecase (except as contemplated by Section 13(d)), proper provision shall will be made so that: that (A) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii7(e) or Section 13(e)) shall , will thereafter have the right to receive, upon the exercise thereof of such Right at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and non-assessable paid, nonassessable, and freely tradeable tradable shares of Common Stock of the Principal Party (as defined below) ), not subject to any liens, encumbrances, preemptive rights, rights of first refusal refusal, or other adverse claims, as shall be are equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths Rights Shares for which a Right is exercisable immediately prior to the first occurrence of a share Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of Preferred Stock a Section 13 Event, multiplying the number of such Rights Shares for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, will be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the then-current Current Market Price per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (B) such Principal Party shall will thereafter be liable for, and shall will assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (C) the term “"Company” as used herein shall " will thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 will apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall will take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall of this Agreement will thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (E) the subsequent provisions of Section 11(a)(ii) will be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase and except as set forth in Section 13(d) hereof, proper provision shall be made so that: (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and non-assessable paid, nonassessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths Preferred Stock Fractions for which a Right is exercisable by such holder immediately prior to the first occurrence of a share Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the Section 13 Event, multiplying the Purchase Price in effect immediately prior to the first occurrence of such Section 11(a)(ii) Event by the number of Preferred Stock Fractions for which a Right was exercisable immediately prior to the time that any Person such first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(ioccurrence) and 11(m)dividing that product (such product, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) and by (2) dividing that product by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereofhereof with respect to the Common Stock) per share of Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (C) the term “Company” as used herein shall thereafter be deemed to refer to such Principal Party; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, either (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be changed converted into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a wholewhole (any such event described in clause (x), (y) to any other Person or (other than the Company or one or more of its wholly-owned Subsidiariesz) being a “Section 13 Event”), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii7(e)) , shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockPrice, such number of validly authorized and issued, fully paid and non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share Units of Preferred Stock for which a Right was is exercisable immediately prior to the time first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price that any Person would be in effect hereunder but for such first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the “Purchase Price” for all purposes of this Agreement) by 50% of the then-current market price (determined pursuant to Section 11(d)) per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “Company” as used herein shall shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the first occurrence of a Section 11(a)(ii) Event, directly or indirectly, at any time after any Person has become an Acquiring Person, either (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one Person, and the Company shall not be the continuing or more surviving corporation of its wholly-owned Subsidiaries)such consolidation or merger, (iiy) any Person (other than one or more of its wholly-owned Subsidiaries) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person (other than the Company or one or more of its wholly-owned Subsidiariessuch event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to as provided in Section 11(a)(ii7(e) hereof)) , shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisableas theretofore adjusted in accordance with Section 11(a)(ii) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)hereof), in accordance with the terms of this Rights Agreement and in lieu of Units of Preferred Stock or shares of Company Common Stock, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable tradable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of call or first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying dividing the then-current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently theretofore adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(iin accordance with Section 11(a)(ii) and 11(m)hereof) and (2) dividing that product by 50% of the then-current market price (determined pursuant to Section 11(d) hereof) per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party issuable so receivable upon exercise of each a Right shall be subject to further adjusted adjustment as provided appropriate in accordance with Section 11(f) of this Rights Agreement hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the date occurrence of such consolidation, merger, sale or transfer; Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal PartyParty in all respects; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common StockStock in accordance with Section 9 hereof) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the RightsRights to its shares of Common Stock; provided, that however, that, upon the subsequent occurrence of any merger, consolidation, mergersale of all or substantially all of the assets, sale or transfer recapitalization, reclassification of assets shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a)Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holderit, at the time of such transaction, owned the shares of Common Stock of the Principal Party receivable purchasable upon the exercise of a Right pursuant to this Section 13(a)Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), ) in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such case, proper provision provisions shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m))thereof, in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and non-assessable paid, nonassessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths shares of Common Stock for which a Right is exercisable immediately prior to the first occurrence of a share Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of Preferred Stock a Section 13 Event, multiplying the number of shares for which a Right was exercisable immediately prior to the time first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that any Person product (which product, following the first became an Acquiring Person (as subsequently adjusted thereafter occurrence of a Section 13 Event, shall be the aggregate "Purchase Price" for all the securities that may be purchased pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(ithe Right upon the adjustment pursuant to this clause (i) and 11(m)for all purposes of this Agreement) and by (2) dividing that product by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Share Acquisition Date, (x) the Company, directly or indirectly, at shall consolidate with, or merge with and into, any time after any Person has become an Acquiring other Person, (i) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person, directly or indirectly, shall consolidate with, or merge with and into any other Person (other than one or more of its wholly-owned Subsidiaries)into, (ii) any Person (other than one or more of its wholly-owned Subsidiaries) shall consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company Company, directly or indirectly, shall sell or otherwise transfer (or one or more of its Subsidiaries Subsidiaries, directly or indirectly, shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more wholly owned Subsidiaries of its wholly-owned Subsidiariesthe Company), then, and in each such case, proper provision shall be made so that: that (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Section 11(a)(ii)except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right was is then exercisable (whether or not such Right was then exercisable) immediately prior to the time that without taking into account any Person first became an Acquiring Person (each as subsequently adjusted thereafter adjustment previously made pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(iSection 11(a)(ii) and 11(m)or 11(a)(iii) hereof), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and non-assessable paid, nonassessable and freely tradeable shares of Common Stock Shares of the Principal Party (as defined below) hereinafter defined), free and clear of any liens, encumbrances and other adverse claims and not subject to any liens, encumbrances, rights of call or first refusal or other adverse claimsrefusal, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right was is then exercisable immediately prior to the time that (without taking into account any Person first became an Acquiring Person (as subsequently adjusted thereafter adjustment previously made pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(iSection 11(a)(ii) and 11(m)or 11(a)(iii) hereof) and (2) dividing that product by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per Common Share of the Principal Party on the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) except for purposes of Section 1(f) hereof, the term “Company” as used herein shall thereafter be deemed to refer to such Principal Party; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common StockShares) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock Shares thereafter deliverable upon the exercise of the Rights; provided, that however, that, upon the subsequent occurrence of any merger, consolidation, mergersale of all or substantially all of the assets, sale or transfer recapitalization, reclassification of assets shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right (except as otherwise provided herein) shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a)Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holderhe, at the time of such transaction, owned the Common Stock Shares of the Principal Party receivable purchasable upon the exercise of a Right pursuant (after giving effect to the foregoing provisions of this Section 13(a)), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other propertyproperty and (v) the provisions of Sections 11(a)(ii) and 11(a)(iii) hereof shall be of no effect following the occurrence of any event described in clauses (x), (y) and (z) of this Section 13(a).

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent (a "Section 13 Event") that, following the Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate or otherwise combine with, or merge with and into into, any other Person (other than a subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 14(c)), and the Company shall not be the continuing or surviving corporation of such consolidation, combination or merger, (iiy) any Person (other than one or more of its wholly-owned Subsidiaries) shall consolidate or otherwise combine with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation, combination or merger and, in connection with such consolidation, combination or merger, all or part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating to more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any other Person (other than to subsidiaries of the Company in one or more transactions each of which complies with Section 14(c)), provided, however, that this clause (z) of Section 13(a) shall not apply to the pro rata distribution by the Company of assets (including securities) of the Company or one or more any of its wholly-owned Subsidiaries), subsidiaries to all holders of the Company's Common Stock; then, and in each such case, proper provision shall be made so that: that (Ai) each holder of record of a Right (other than Rights which have become void pursuant to except as provided in Section 11(a)(ii)7(e) hereof) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and non-assessable paid, nonassessable and freely tradeable tradable shares of Common Stock of the Principal Party (as defined below) ), not subject to any liens, encumbrances, rights of call, rights of first refusal or other adverse claims, as shall be equal to the result obtained by dividing (A) the product obtained by multiplying (1) multiplying the then-then current Purchase Price by (2) the number of one one-thousandths shares of a share of Preferred Common Stock for which a Right was is then exercisable immediately prior to the time that any Person first became an Acquiring Person by (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(iB) and 11(m)fifty percent (50%) and (2) dividing that product by 50% of the then-current market price per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, assume by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party following the first occurrence of a Section 13 Event; and and (Div) such Principal Party shall take such steps (including, including but not limited to, to the reservation of a sufficient number of its shares of its Common StockStock in accordance with Section 9 of this Agreement) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, either (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be changed converted into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, transactions assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person (other than the Company or one or more of its wholly-owned Subsidiariessuch event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii7(e)) , shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockPrice, such number of validly authorized and issued, fully paid and non-assessable and freely tradeable nonassessable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share Units of Preferred Stock for which a Right was is exercisable immediately prior to the time that any Person first became an Acquiring Person occurrence of a Section 13 Event (as subsequently adjusted thereafter pursuant or, if a Section 11(a)(ii) Event has occurred prior to Sections 11(a)(i)the first occurrence of a Section 13 Event, 11(b), 11(c), 11(f), 11(h), 11(imultiplying the number of such Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) and 11(m)Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the then-current market price (determined pursuant to Section 11(d) hereof) per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, to the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event, directly or indirectlyevent that, at any time after any Person has become becomes an Acquiring Person, directly or indirectly, (i) the Company shall consolidate with, or merge with and into into, any other Person (other than one a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or more surviving corporation of its wholly-owned Subsidiaries)such consolidation or merger, (ii) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof) (such an event described in (i), (ii) or (iii) above being referred to herein as "a Section 13 Event"), then, and in each upon the first occurrence of such caseevent (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: : (A) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of call or first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product by (2) 50% of the then-current per share market price of the Common Stock of such Principal Party Current Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidationSection 13 Event, merger, sale or transfer; provided, provided that the Purchase Price per share of Common Stock of such Principal Party and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (C) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (E) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets assets, cash flow or earning power aggregating to more than 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase and except as contemplated by subsection (d), proper provision shall be made so that: (Ai) each holder of record of a Right Right, except as provided in Section 7(e) hereof or subsection (other than Rights which have become void pursuant to Section 11(a)(iie)) , shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and non-paid, non assessable and freely tradeable shares of Common Stock Shares of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths Preferred Share Fractions for which a Right is exercisable immediately prior to the first occurrence of a share Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of Preferred Stock a Section 13 Event, multiplying the number of such shares for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per Common Share of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (Ciii) the term “Company” as used herein shall thereafter be deemed to refer to such Principal Party; and, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common StockShares) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock Shares thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell sell, mortgage or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable tradable shares of Common Stock of the Principal Party (as defined below) Party, not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b)and dividing that product (which, 11(c)following the first occurrence of a Section 13 Event, 11(f), 11(h), 11(ishall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) and 11(m)) and by (2) dividing that product by 50% of the then-current per share market price of the Common Stock of such Principal Party Current Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall merge with and into consolidate with, or merges into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which is not prohibited by Section 11(n) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which is not prohibited by Section 11(n) hereof) shall consolidate with with, or merge into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to 50% or more of the assets assets, cash flow, or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions, each of its wholly-owned Subsidiarieswhich is not prohibited by Section 11(n) hereof), then, and in each such case, proper provision shall be made so that: : (Ai) following the Distribution Date, each holder of record of a Right (other than Rights which have become void pursuant to Section 11(a)(ii)) Right, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) not subject to any hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances, rights of first refusal transfer restrictions, or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the one (or by such other number of one one-thousandths shares of Common Stock then acquirable upon the exercise of a share of Preferred Stock for which a Right was exercisable immediately prior Right, giving effect to any adjustment in such number as provided herein, without giving effect to the time that occurrence, if any, of any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(itransaction described in Section 11(a)(ii) and 11(m)hereof) and (2) dividing that product by 50% of the then-current market price (determined pursuant to Section 11(d) hereof) per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “Company” as used herein shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may bebe possible, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no force and effect following the occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this first Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Subject to Section 23 of this Agreement, in the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: : (Ai) each holder of record a Right, except as provided in Section 7(e) hereof, shall, upon the expiration of a Right the Redemption Period (other than Rights which have become void pursuant to as defined in Section 11(a)(ii23(a)) shall ), thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable tradable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a) (ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "PURCHASE PRICE" for each Right and for all purposes of this Agreement) by 50% of the then-current Current Market Price per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “Company” as used herein shall "COMPANY" shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent (a "Section 13(a) Event") that, at any time on or after the 20% Ownership Date and prior to the earlier of the Redemption Date or the Rights Expiration Date, (1) the Company shall, directly or indirectly, at any time after any Person has become an Acquiring Person, (i) the Company shall consolidate with or merge with and into any other Person (other than one and the Company shall not be the continuing or more of its wholly-owned Subsidiaries)surviving corporation in such consolidation or merger, (ii2) any Person (other than one shall, directly or more of its wholly-owned Subsidiaries) shall indirectly, consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of in such merger and, in connection with such merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iii3) the Company shall sell or otherwise transfer (or and/or any one or more of its Subsidiaries shall shall, directly or indirectly, sell or otherwise transfer), in one or more transactionstransactions (other than transactions in the ordinary course of business), assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (or Persons other than the Company or one or more of its wholly-owned SubsidiariesSubsidiaries (such Persons, together with the Persons described in clauses (1) and (2) above shall be collectively referred to in this Section as the "Surviving Person"), then, and in each such case, proper provision shall be made so that: (Ai) except as provided in Section 7(d) hereof, each holder of record of a Right (other than Rights which have become void pursuant to Section 11(a)(ii)) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and payment of the then current Exercise Price, in lieu of Preferred Stockthe securities or other property otherwise purchasable upon such exercise, such number of validly authorized and issued, fully paid and non-assessable nonassessable Common Shares of the Surviving Person (and freely tradeable shares if such Surviving Person has more than one class or series of Common Stock Shares, such number of the Principal Party (as defined belowvalidly authorized and issued, fully paid and nonassessable Common Shares of each series or class) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to a fraction, the result obtained by numerator of which is: (1A) multiplying if a Section 11(a)(ii) Event has not occurred prior to such Section 13(a) Event, the then-product of the then current Purchase Exercise Price multiplied by the number of one one-thousandths hundredths of a share Preferred Share purchasable upon the exercise of Preferred Stock for which a one Right was exercisable immediately prior to the time first Section 13(a) Event (or, if the Distribution Date shall not have occurred prior to the date of such Section 13(a) Event, the number of one-hundredths of a Preferred Share that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(iwould have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 13(a) Event), 11(bor (B) if a Section 11(a)(ii) Event has occurred prior to such Section 13(a) Event, the product of the Exercise Price in effect immediately prior to such Section 11(a)(ii) Event multiplied by the number of one-hundredths of a Preferred Share purchasable upon the exercise of one Right immediately prior to such Section 11(a)(ii) Event (or, if the Distribution Date shall not have occurred prior to the date of such Section 11(a)(ii) Event, the number of one-hundredths of a Preferred Share that would have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 11(a)(ii) Event), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product by the denominator of which is 50% of the then-current Current Market Price per share market price Common Share of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) Surviving Person on the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f13(a) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transferEvent; (Bii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; (C) the term “Company” as used herein shall thereafter be deemed to refer to such Principal Party; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a1) In the event, directly or indirectlyevent that, at any time after any a Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase and except as contemplated by Section 13(d) hereof, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and non-paid, non- assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths shares of Common Stock for which a Right is exercisable immediately prior to the first occurrence of a share Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of Preferred Stock a Section 13 Event, multiplying the number of shares for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the then-current market price (determined pursuant to Section 11(d) hereof) per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that, subject to clause (v) below, the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent (a "Section 13 Event") that, on or after the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate or otherwise combine with, or merge with and into or into, any other Person or Persons (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), (ii) any Person (other than one or more of its wholly-owned Subsidiaries) shall consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall not be the continuing or surviving corporation of such merger andconsolidation, in connection with such combination or merger, all (y) any Person or part Persons (other than a (a) shall not apply to the pro rata distribution by the Company of assets (including securities) of the Common Stock shall be changed into Company or exchanged for stock or other securities any of any other Person (or its Subsidiaries to all holders of the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or one or more of its wholly-owned Subsidiaries), 's Common Shares; then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: : (Ai) each holder of record a Right, except as provided in Section 7(e) hereof, shall, on or after the later of a Right (other than A) the date of the first occurrence of any such Section 13 Event or (B) the date of the expiration of the period within which the Rights which have become void may be redeemed pursuant to Section 11(a)(ii23 hereof (as the same may be amended or reinstated as provided in Section 26 or Section 31 hereof, respectively)) shall thereafter , have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and non-assessable paid, nonassessable and freely tradeable shares of Common Stock Shares of the Principal Party (as defined below) Party, not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths hundredths of a Preferred Share for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the then-current Current Market Price per share market price of the Common Stock Share of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common StockShares) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock Shares thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into or into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock shares or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its whollywhich complies with Section 11(o) hereof), (each event described in clauses (x), (y) and (z) above is a "Flip-owned SubsidiariesOver Event"), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Flip-Over Event (or, if a Flip-In Event has occurred prior to the first occurrence of a Flip-Over Event, multiplying the number of such one one-hundredths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Flip-In Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b)and dividing that product (which, 11(c)following the first occurrence of a Flip-Over Event, 11(f), 11(h), 11(ishall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) and 11(m)) and by (2) dividing that product by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per share of Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-Over Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other propertyFlip-Over Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable tradable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person occurrence of a Section 13 Event (as subsequently adjusted thereafter pursuant or, if a Section 11 Event has occurred prior to Sections 11(a)(ithe first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11 Event by the Purchase Price in effect immediately prior to such first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the then-current per share market price of the Common Stock of such Principal Party Current Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, directly or indirectly, at any time after any a Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) Company or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly-owned SubsidiariesSubsidiaries in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, receive upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of for a whole share of Preferred Common Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement Agreement, and in lieu of Preferred Stockshares of Common Stock of the Company, such number of validly authorized and issued, fully paid and non-assessable paid, nonassessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1l) multiplying the then-then current Purchase Price for a whole share of Common Stock by the number of one one-thousandths tenths of a share of Preferred Common Stock for which a Right was is exercisable immediately prior to the time first occurrence of a Section 13 Event, and dividing that any Person product (which, following the first became an Acquiring Person (occurrence of a Section 13 Event, shall be referred to as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(ithe "Purchase Price" for each Right and for all purposes of this Agreement) and 11(m)) and by (2) dividing that product by 50% of the then-current market price (determined pursuant to Section 11(d) hereof) per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following a Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o)) shall consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of Common Stock of the Company shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), in one or more transactions, directly or indirectly, assets or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to ), (any other Person (other than the Company or one or more of its wholly-owned Subsidiariessuch event being a “Section 13 Event”), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii7(e)) , shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockPrice, such number of validly authorized and issued, fully paid and non-assessable and freely tradeable nonassessable shares of Common Stock of the Principal Party (as defined below) Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result product obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share Units of Preferred Stock for which a Right was is exercisable immediately prior to the time that any Person first became an Acquiring Person occurrence of a Section 13 Event (as subsequently adjusted thereafter pursuant or, if a Section 11(a)(ii) Event has occurred prior to Sections 11(a)(i)the first occurrence of a Section 13 Event, 11(b), 11(c), 11(f), 11(h), 11(imultiplying the number of such Units of Preferred Stock for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) and 11(m)Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the “Purchase Price” for all purposes of this Agreement) by 50% of the then-current per share market price Current Per Share Market Price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after on the date of consummation of such consolidation, merger, sale or transfer; Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “Company” as used herein shall shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Except as provided in Section 13(b) hereof, in the eventevent that, following a Shares Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o)) shall consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), in one or more transactions, directly or indirectly, assets or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or one or more of its wholly-owned Subsidiarieswhole)(any such event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii7(e)) , shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockPrice, such number of validly authorized and issued, fully paid and non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share Units of Preferred Stock for which a Right was is exercisable immediately prior to the time that any Person first became an Acquiring Person occurrence of a Section 13 Event (as subsequently adjusted thereafter pursuant or, if a Section 11(a)(ii) Event has occurred prior to Sections 11(a)(i)the first occurrence of a Section 13 Event, 11(b), 11(c), 11(f), 11(h), 11(imultiplying the number of such Units of Preferred Stock for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) and 11(m)Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the direct occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i11(d)) hereof) on of the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after on the date of consummation of such consolidation, merger, sale or transfer; Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein shall " shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party; and (D) , it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party shall take such steps (including, but not limited to, following the reservation of a sufficient number of its shares of its Common Stock) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.first

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, directly or indirectly, at any time after any a Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o)) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) Company or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly-owned SubsidiariesSubsidiaries in one or more transactions each of which complies with Section 11(o)), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii7(e)) , shall thereafter have the right to receive, receive upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of for a whole share of Preferred Common Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement Agreement, and in lieu of Preferred Stockshares of Common Stock of the Company, such number of validly authorized and issued, fully paid and non-assessable paid, nonassessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1l) multiplying the then-then current Purchase Price for a whole share of Common Stock by the number of one one-thousandths of a share of Preferred Common Stock for which a Right was is exercisable immediately prior to the time first occurrence of a Section 13 Event, and dividing that any Person product (which, following the first became an Acquiring Person (occurrence of a Section 13 Event, shall be referred to as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(ithe "Purchase Price" for each Right and for all purposes of this Agreement) and 11(m)) and by (2) dividing that product by 50% of the then-current market price (determined pursuant to Section 11(d)) per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event, directly or indirectly, at any time after any Person has become an Acquiring Person, (ia) the Company shall consolidate with, or merge with and into into, any other Person (other than one (x) any employee benefit plan of the Company, or more any entity holding Common Shares for or pursuant to the terms of its any such plan or (y) a wholly-owned SubsidiariesSubsidiary of the Company, and pursuant to such consolidation or merger all of the Common Shares of the Company are converted into the right to receive Common Shares of such Subsidiary on a share-for-share basis), (iib) any Person (other than one any employee benefit plan of the Company, or more any entity holding Common Shares for or pursuant to the terms of its wholly-owned Subsidiariesany such plan) shall consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiic) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or one or more of its wholly-owned Subsidiaries), then, and in each such case, proper provision provisions shall be made so that: that (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Section 11(a)(ii)except as otherwise provided therein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly issued, fully paid and non-assessable and freely tradeable shares Common Shares of Common Stock of such other Person (including the Principal Party (Company as defined belowsuccessor thereto or as the surviving corporation) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1X) multiplying the then-then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right was is then exercisable immediately prior to the time that (without taking into account any Person first became an Acquiring Person (as subsequently adjusted thereafter adjustment previously made pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(mSection 11(a)(ii)) and (2) dividing that product by (Y) 50% of the then-current per share market price of the Common Stock Shares of such Principal Party other Person (determined pursuant to Section 11(d)(i) hereof11(d)) on the date of consummation of such consolidation, merger, sale or transfer; provided, that (ii) the Purchase Price and the number of shares of Common Stock issuer of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (B) such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Partyissuer; and and (Div) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be practicable, in relation to the shares of its Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreement or arrangements which, as a result of the consummation of such transaction, would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The provisions of this Section 13 shall similarly apply to successive mergers or consolidation or sales or other transfers. In the event the Company shall consolidate with, or merge with and into, a wholly-owned Subsidiary of the Company and pursuant to such consolidation or merger all of the Common Shares of the Company are converted into the right to receive Common Shares of such Subsidiary on a share-for-share basis, then proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof in accordance with the terms of this Agreement, the same number of one one-hundredths of a Preferred Share of such Subsidiary (which Preferred Shares shall be as nearly identical as practicable to the Preferred Shares as defined herein) as the number of one one-hundredths of a Preferred Share of the Company for which a Right is then exercisable; (ii) such Subsidiary shall thereafter be liable for, and shall assume, by virtue of such consolidation or merger, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Subsidiary; and (iv) such Subsidiary shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common StockPreferred Shares in accordance with Section 9) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may bebe practicable, in relation to the shares of its Common Stock Preferred Shares thereafter deliverable upon the exercise of the Rights; provided, that upon . The Company shall not consummate any such consolidation or merger unless prior thereto the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), Company and such Principal Party Subsidiary shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary have executed and delivered to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other propertyAgent a supplemental agreement so providing.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent (a "Section 13(a) Event") that, at any time on or after the Acquisition Date and prior to the earlier of the Redemption Date or the Rights Expiration Date, (1) the Company shall, directly or indirectly, at any time after any Person has become an Acquiring Person, (i) the Company shall consolidate with or merge with and into any other Person (other than one and the Company shall not be the continuing or more of its wholly-owned Subsidiaries)surviving corporation in such consolidation or merger, (ii2) any Person (other than one shall, directly or more of its wholly-owned Subsidiaries) shall indirectly, consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of in such merger and, in connection with such merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iii3) the Company shall sell or otherwise transfer (or and/or any one or more of its Subsidiaries shall shall, directly or indirectly, sell or otherwise transfer), in one or more transactionstransactions (other than transactions in the ordinary course of business), assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (or Persons other than the Company or one or more of its wholly-owned SubsidiariesSubsidiaries (such Persons, together with the Persons described in clauses (1) and (2) above shall be collectively referred to in this Section as the "Surviving Person"), then, and in each such case, proper provision shall be made so that: (Ai) except as provided in Section 7(d) hereof, each holder of record of a Right (other than Rights which have become void pursuant to Section 11(a)(ii)) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and payment of the then current Exercise Price, in lieu of Preferred Stockthe securities or other property otherwise purchasable upon such exercise, such number of validly authorized and issued, fully paid and non-assessable nonassessable Common Shares of the Surviving Person (and freely tradeable shares if such Surviving Person has more than one class or series of Common Stock Shares, such number of the Principal Party (as defined belowvalidly authorized and issued, fully paid and nonassessable Common Shares of each series or class) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to a fraction, the result obtained by numerator of which is: (1A) multiplying if a Section 11(a)(ii) Event has not occurred prior to such Section 13(a) Event, the then-product of the then current Purchase Exercise Price multiplied by the number of one one-thousandths hundredths of a share Preferred Share purchasable upon the exercise of Preferred Stock for which a one Right was exercisable immediately prior to the time first Section 13(a) Event (or, if the Distribution Date shall not have occurred prior to the date of such Section 13(a) Event, the number of one-hundredths of a Preferred Share that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(iwould have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 13(a) Event), 11(bor (B) if a Section 11(a)(ii) Event has occurred prior to such Section 13(a) Event, the product of the Exercise Price in effect immediately prior to such Section 11(a)(ii) Event multiplied by the number of one-hundredths of a Preferred Share purchasable upon the exercise of one Right immediately prior to such Section 11(a)(ii) Event (or, if the Distribution Date shall not have occurred prior to the date of such Section 11(a)(ii) Event, the number of one-hundredths of a Preferred Share that would have been so purchasable if the Distribution Date had occurred on the Business Day immediately preceding the date of such Section 11(a)(ii) Event), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product by the denominator of which is 50% of the then-current Current Market Price per share market price Common Share of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) Surviving Person on the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f13(a) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transferEvent; (Bii) such Principal Party the Surviving Person shall thereafter be liable for, for and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Partythe Surviving Person; and (Div) such Principal Party the Surviving Person shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common StockShares in accordance with Section 9 hereof) in connection with such consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to the shares of its Common Stock Shares thereafter deliverable upon the exercise of Rights. (b) Notwithstanding the Rights; providedforegoing, that upon if the subsequent occurrence of any consolidation, merger, Section 13(a) Event is the sale or transfer in one or more transactions of assets or other extraordinary transaction earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole), but less than 100% thereof, then each Person acquiring all or a portion thereof shall assume the obligations of the Company as to a fraction of each of the Rights equal to the fraction of the assets of the Company and its Subsidiaries (taken as a whole) acquired by such Person, and the obligations of the Company as to the remaining fraction of each of the Rights shall continue to be the obligations of the Company. (c) The Company shall not consummate a Section 13(a) Event unless prior thereto the Company and the Surviving Person shall have executed and delivered to the Rights Agent a supplemental agreement confirming that such Surviving Person shall, upon consummation of such Section 13(a) Event, assume this Agreement in accordance with Section 13 hereof, that all rights of first refusal or preemptive rights in respect of the issuance of Common Shares of such Principal Party, each holder of a Right shall thereupon be entitled to receive, Surviving Person upon exercise of a Right outstanding Rights have been waived and payment of the Purchase Price as provided in this that such Section 13(a)) Event shall not result in a default by such Surviving Person under this Agreement, and further providing that, as soon as practicable after the date of consummation of such Section 13(a) Event, such cash, shares, rights, warrants Surviving Person shall: (i) prepare and other property which such holder would have been entitled file a registration statement under the Securities Act with respect to receive had such holder, at the time of such transaction, owned Rights and the Common Stock of the Principal Party receivable securities purchasable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing, use its best efforts to cause such registration statement to remain effective until the Rights Expiration Date (with a prospectus at all times meeting the requirements of the Securities Act), and similarly comply with all applicable state securities laws; (ii) use its best efforts to list (or continue the listing of) the Rights and the Common Shares of the Surviving Person purchasable upon exercise of the Rights on a national securities exchange, or use its best efforts to cause the Rights and such Common Shares to meet the eligibility requirements for quotation on NASDAQ; and (iii) deliver to holders of the Rights historical financial statements for such Surviving Person that comply in accordance all respects with the terms requirements for registration on Form 10 (or any successor form) under the Exchange Act. (d) In the event that at any time after the occurrence of a Section 11(a)(ii) Event some or all of the Rights shall not have been exercised pursuant to Section 11 hereof for prior to the date of a Section 13(a) Event, such cashRights shall thereafter be exercisable only in the manner described in Section 13(a) hereof. In the event that a Section 11(a)(ii) Event occurs on or after the date of a Section 13(a) Event, sharesRights shall not be exercisable pursuant to Section 11 hereof but shall instead be exercisable pursuant to, rightsand only pursuant to, warrants and this Section 13. (e) The provisions of this Section 13 shall apply to each successive merger, consolidation, sale or other propertytransfer constituting a Section 13(a) Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event, directly or indirectlyevent that, at any time after any a Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase and except as contemplated by Section 13(d) hereof, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), which shall not be subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product by 50% of (which, following the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; (C) the term “Company” as used herein shall thereafter be deemed to refer to such Principal Party; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon the subsequent first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.a

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event, directly or indirectly, at At any time after any a Person has become an Acquiring Person, in the event that, directly or indirectly, either (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one a direct or more of its indirect, wholly-owned SubsidiariesSubsidiary of the Company in a transaction that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving entity of such consolidation or merger, (iiy) any Person (other than one a direct or more of its indirect, wholly-owned SubsidiariesSubsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation entity of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed converted into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, property or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its direct or indirect, wholly-owned Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof), in one or more transactions, assets or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person such event described in (other than the Company or one or more of its wholly-owned Subsidiariesx), (y), or (z) being herein referred to as a “Section 13 Event”); then, and in each such case, proper provision shall be made so that: (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths Units of a share of Series A Junior Participating Preferred Stock for which a Right was exercisable (whether or not such Right was is then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Units of Series A Junior Participating Preferred Stock, such number of validly authorized and issued, fully paid paid, and non-assessable and freely tradeable shares of Common Stock Equity Interest of the Principal Party (as defined below) which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions, or other adverse claims, ) as shall be equal to the result obtained by (1) multiplying the then-such then current Purchase Price by the number of one one-thousandths Units of Series A Junior Participating Preferred Stock for which such Right is exercisable immediately prior to the first occurrence of a share Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units of Series A Junior Participating Preferred Stock for which a Right was would be exercisable immediately prior to hereunder but for the time occurrence of such Section 11(a)(ii) Event by the Purchase Price that any Person would be in effect hereunder but for such first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the “Purchase Price” for all purposes of this Agreement) by 50% of the then-then current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i11(d) hereof) per share of the Common Equity Interest of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer13 Event.; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (Ciii) the term “Company” as used herein shall thereafter be deemed to refer to such Principal Party; and, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common StockEquity Interest) in connection with such the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may bebe possible, in relation to the its shares of its Common Stock Equity Interest thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any consolidationSection 13 Event, merger, sale or transfer of assets or other extraordinary transaction and the Rights that have not theretofore been exercised shall thereafter become exercisable in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided manner described in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Except for any transaction approved by the eventBoard of Directors, in the event that, at any time on or after the Stock Acquisition Date, (x) the Company shall, directly or indirectly, at consolidate with, or merge with and into, any time after any other Person has become an Acquiring Person, (i) or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or (y) any Person or Persons shall, directly or indirectly, consolidate with, or merge with and into any other Person (other than one or more of its wholly-owned Subsidiaries)into, (ii) any Person (other than one or more of its wholly-owned Subsidiaries) shall consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) Company or cash or any other property, or (iiiz) the Company shall or one or more of its Subsidiaries shall, directly or indirectly, sell or otherwise transfer (to any other Person or any Affiliate or Associate of such Person, in one or more transactions, or the Company or one or more of its Subsidiaries shall sell or otherwise transfer), transfer to any Persons in one or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or one or more of its wholly-owned Subsidiaries), then, and in each on the first occurrence of any such caseevent (except as may be contemplated by Section 13(e) hereof), proper provision shall be made so that: that (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to and payment of the then-current Purchase Exercise Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of shares of validly issued, fully paid and paid, non-assessable and freely tradeable shares of tradable Common Stock of the Principal Party (as defined below) herein), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to shall, based on the result obtained by (1) multiplying the then-current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product by 50% of the then-current per share market price Fair Market Value of the Common Stock of such the Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of the consummation of such consolidation, merger, sale or transfer, equal twice the Exercise Price; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common StockStock in accordance with the provisions of Section 9 hereof) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the occurrence of any consolidationevent described in clause (x), merger, sale (y) or transfer (z) above of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time . The provisions of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party 13 shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary similarly apply to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and successive mergers or consolidations or sales or other propertytransfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event, directly or indirectlyevent that, at any time after any a Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other propertyproperty (other than a merger or consolidation in which the shares of Common Stock of the Company outstanding immediately prior to such merger or consolidation are changed into or exchanged for shares of common stock representing more than 75% of the voting power of such other Person), or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable tradable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “Company” as used herein shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In If, following the eventStock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with and into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part portion of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) into or for cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, thereafter shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and non-assessable paid, nonassessable and freely tradeable tradable shares of Common Stock of the Principal Party (as defined below) Party, not subject to any liens, encumbrances, rights of first refusal refusal, preemptive subscription rights or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party thereafter shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “Company” as used herein thereafter shall thereafter be deemed to refer to such Principal Party, it being specifically hereby intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, however, that upon the subsequent occurrence of any merger, consolidation, mergersale of all or substantially all assets, sale or transfer recapitalization, reclassification of assets shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right thereupon shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a)Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holderit, at the time of such transaction, owned the shares of Common Stock of the Principal Party receivable purchasable upon the exercise of a Right pursuant to this Section 13(a)Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b)and dividing that product (which, 11(c)following the first occurrence of a Section 13 Event, 11(f), 11(h), 11(ishall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) and 11(m)) and by (2) dividing that product by 50% of the then-current Current Market Price per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following a Share Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o)) shall consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of Common Stock of the Company shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), in one or more transactions, directly or indirectly, assets or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to ), (any other Person (other than the Company or one or more of its wholly-owned Subsidiariessuch event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii7(e)) , shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockPrice, such number of validly authorized and issued, fully paid and non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result product obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share Units of Preferred Stock for which a Right was is exercisable immediately prior to the time that any Person first became an Acquiring Person occurrence of a Section 13 Event (as subsequently adjusted thereafter pursuant or, if a Section 11(a)(ii) Event has occurred prior to Sections 11(a)(i)the first occurrence of a Section 13 Event, 11(b), 11(c), 11(f), 11(h), 11(imultiplying the number of such Units of Preferred Stock for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) and 11(m)Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the then-current per share market price Current Per Share Market Price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after on the date of consummation of such consolidation, merger, sale or transfer; Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein shall " shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, directly or indirectly, at any time after any a Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) and the Company shall not be the continuing or more surviving corporation of its wholly-owned Subsidiaries)such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common outstanding shares of the Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase (except as provided by Section 13(d) hereof), proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right was exercisable (immediately prior to such event regardless of whether or not such the Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of a number of one one-hundredths of a share of Preferred Stock, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined belowhereinafter defined, (including, without limitation, the Company as successor thereto or the surviving corporation)) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b)and dividing that product (which, 11(c)following the first occurrence of a Section 13 Event, 11(f), 11(h), 11(ishall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) and 11(m)) and by (2) dividing that product by 50% of the then-current per share market price of the Common Stock of such Principal Party Current Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In A “Business Combination” shall be deemed to occur in the eventevent that, directly in or indirectly, at any time after any Person has become an Acquiring Personfollowing a Triggering Event, (i) the Company shall shall, directly or indirectly, consolidate with, or merge with and into into, any other Person (other than one a Subsidiary of the Company in a transaction that complies with Section 11(i) and Section 11(j) of this Agreement) in a transaction in which the Company is not the continuing, resulting or more surviving corporation of its wholly-owned Subsidiaries)such merger or consolidation, (ii) any Person (other than one a Subsidiary of the Company in a transaction that complies with Section 11(i) and Section 11(j) of this Agreement) shall, directly or more of its wholly-owned Subsidiaries) shall indirectly, consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and Company, in a transaction in which the Company shall be is the continuing continuing, resulting or surviving corporation of such merger or consolidation and, in connection with such mergermerger or consolidation, all or part of the Common Stock shall be changed (including, without limitation, any conversion into or exchanged exchange for stock securities of the Company or other securities of any other Person (or of the Company) or Person, cash or any other property), or (iii) the Company shall, directly or indirectly, effect a share exchange in which all or part of the Common Stock shall sell be changed (including, without limitation, any conversion into or exchange for securities of any other Person, cash or any other property) or (iv) the Company shall, directly or indirectly, sell, lease, exchange, mortgage, pledge or otherwise transfer or dispose of (or one or more of its Subsidiaries shall sell directly or indirectly sell, lease, exchange, mortgage, pledge or otherwise transfertransfer or dispose of), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or any of its Subsidiaries in one or more transactions each and all of its wholly-owned Subsidiarieswhich comply with Section 11(i) and Section 11(j) of this Agreement), then, and in each such case. In the event of a Business Combination, proper provision shall be made so that: (A) that each holder of record of a Right (other than Rights which have become void pursuant to Section 11(a)(ii)except as otherwise provided in this Agreement) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockRight, such number of validly issued, fully paid and non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying dividing the then-current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately Exercise Amount in effect prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product Business Combination by 50% of the then-current Current Market Price per share market price of the Common Stock of such Principal Party (determined pursuant immediately prior to Section 11(d)(i) hereof) on the date of consummation of such consolidationBusiness Combination. All shares of Common Stock of any Person for which any Right may be exercised after consummation of a Business Combination as provided in this Section 13(a) shall, mergerwhen issued upon exercise thereof in accordance with this Agreement, sale be duly and validly authorized and issued, fully paid, nonassessable, freely tradeable, not subject to liens or transfer; providedencumbrances, that and free of preemptive rights, rights of first refusal or any other restrictions or limitations on the transfer or ownership thereof of any kind or nature whatsoever. The Purchase Price and per share for such Common Stock immediately after such Business Combination shall be equal to 50% of the number Current Market Price per share of shares of the Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement immediately prior to reflect any events occurring in respect the consummation of such Principal Party after the date of such consolidation, merger, sale or transfer;Business Combination. (Bb) such After consummation of any Business Combination, (i) the Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferBusiness Combination and without the necessity of any further act, all the obligations and duties of the Company pursuant to this Rights Agreement; , (Cii) the term “Company” as used herein in this Agreement shall thereafter be deemed to refer to such Principal Party; and Party and (Diii) such Principal Party shall take such all steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common StockStock in accordance with Section 9) in connection with such consummation of any such transaction Business Combination as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided. (c) The Company shall not consummate any Business Combination unless prior thereto (i) the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance (other than shares reserved for issuance pursuant to this Agreement to the holders of Rights) to permit the exercise in full of the Rights in accordance with this Section 13, that (ii) the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the fulfillment of the Principal Party’s obligations and the terms as set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable on or after the date of such Business Combination, the Principal Party, at its own expense, shall (A) prepare and file, if necessary, a registration statement on an appropriate form under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the subsequent occurrence Rights, (B) use its best efforts to cause such registration statement to become effective as soon as practicable after such filing and remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, (C) deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act, (D) use its best efforts to qualify or register the Rights and the securities purchasable upon exercise of the Rights under the state securities or “blue sky” laws of such jurisdictions as may be necessary or appropriate, (E) use its best efforts to list the Rights and the securities purchasable upon exercise of the Rights on a United States national securities exchange and (F) obtain waivers of any consolidation, merger, sale rights of first refusal or transfer of assets or other extraordinary transaction preemptive rights in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable subject to purchase upon exercise of outstanding Rights, (iii) the Company and the Principal Party shall have furnished to the Rights Agent an opinion of independent counsel stating that such supplemental agreement is a legal, valid and binding agreement of the Principal Party enforceable against the Principal Party in accordance with its terms, and (iv) the Company and the Principal Party shall have filed with the Rights Agent a certificate of a nationally recognized firm of independent accountants setting forth the number of shares of Common Stock of such issuer which may be purchased upon the exercise of each Right after the consummation of such Business Combination. (d) The provisions of this Section 13 shall similarly apply to successive Business Combinations. In the event a Right pursuant to this Business Combination shall be consummated at any time after the occurrence of a Triggering Event, the Rights which have not theretofore been exercised shall thereafter be exercisable for the consideration and in the manner described in Section 13(a). The provisions of Section 11(b) of this Agreement shall be applicable to events which occur after a Business Combination. (e) Notwithstanding any other provision of this Agreement, no adjustment to the number or kind of shares (or fractions of a share), cash or other property for which a Right is exercisable or the number of Rights outstanding or associated with each share of Common Stock or any similar or other adjustment shall be made or be effective if such adjustment would have the effect of reducing or limiting the benefits the holders of the Rights would have had absent such adjustment, including, without limitation, the benefits under Sections 11 and 13, unless the terms of this Agreement are amended so as to preserve such benefits, provided that this paragraph shall not prevent any change prior to the Stock Acquisition Date permitted by Section 26(a) and provided that this Section 13(e) shall not be deemed to limit or impair the right to engage in an exchange pursuant to Section 11(c)(3). (f) The Company covenants and agrees that it shall not effect any Business Combination if at the time of, or immediately after such Business Combination, there are any rights, options, warrants or other instruments outstanding which would diminish or otherwise eliminate the benefits intended to be afforded by the Rights. (g) Without limiting the generality of this Section 13, in the event the nature of the organization of any Principal Party shall preclude or limit the acquisition of Common Stock of such Principal Party upon exercise of the Rights as required by Section 13(a) as a result of a Business Combination, it shall be a condition to such Business Combination that such Principal Party shall take such steps (including, but not limited to, reservation of shares of stocka reorganization) as may be necessary to permit ensure that the subsequent benefits intended to be derived under this Section 13 upon the exercise of the Rights in accordance with are assured to the terms hereof for such cash, shares, rights, warrants and other propertyholders thereof.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event, directly or indirectlyevent that, at any time after any a Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase and except as contemplated by Section 13(d) hereof, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), which shall not be subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one oneten-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one ten-thousandths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that, subject to clause (v) below, the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In A “Business Combination” shall be deemed to occur in the eventevent that, directly in or indirectly, at any time after any Person has become an Acquiring Personfollowing a Triggering Event, (i) the Company shall shall, directly or indirectly, consolidate with, or merge with and into into, any other Person (other than one a Subsidiary of the Company in a transaction that complies with Section 11(i) and Section 11(j) of this Agreement) in a transaction in which the Company is not the continuing, resulting or more surviving corporation of its wholly-owned Subsidiaries)such merger or consolidation, (ii) any Person (other than one a Subsidiary of the Company in a transaction that complies with Section 11(i) and Section 11(j) of this Agreement) shall, directly or more of its wholly-owned Subsidiaries) shall indirectly, consolidate with the Company, Company or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and Company, in a transaction in which the Company shall be is the continuing continuing, resulting or surviving corporation of such merger or consolidation and, in connection with such mergermerger or consolidation, all or part of the Common Stock shall be changed (including, without limitation, any conversion into or exchanged exchange for stock securities of the Company or other securities of any other Person (or of the Company) or Person, cash or any other property), or (iii) the Company shall, directly or indirectly, effect a share exchange in which all or part of the Common Stock shall sell be changed (including, without limitation, any conversion into or exchange for securities of any other Person, cash or any other property) or (iv) the Company shall, directly or indirectly, sell, lease, exchange, mortgage, pledge or otherwise transfer or dispose of (or one or more of its Subsidiaries shall sell directly or indirectly sell, lease, exchange, mortgage, pledge or otherwise transfertransfer or dispose of), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or any of its Subsidiaries in one or more transactions each and all of its wholly-owned Subsidiarieswhich comply with Section 11(i) and Section 11(j) of this Agreement), then, and in each such case. In the event of a Business Combination, proper provision shall be made so that: (A) that each holder of record of a Right (other than Rights which have become void pursuant to Section 11(a)(ii)except as otherwise provided in this Agreement) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockRight, such number of validly issued, fully paid and non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying dividing the then-current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately Exercise Amount in effect prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product Business Combination by 50% of the then-current Current Market Price per share market price of the Common Stock of such Principal Party (determined pursuant immediately prior to Section 11(d)(i) hereof) on the date of consummation of such consolidationBusiness Combination. All shares of Common Stock of any Person for which any Right may be exercised after consummation of a Business Combination as provided in this Section 13(a) shall, mergerwhen issued upon exercise thereof in accordance with this Agreement, sale be duly and validly authorized and issued, fully paid, nonassessable, freely tradable, not subject to liens or transfer; providedencumbrances and free of preemptive rights, that rights of first refusal or any other restrictions or limitations on the transfer or ownership thereof of any kind or nature whatsoever. The Purchase Price and per share for such Common Stock immediately after such Business Combination shall be equal to 50% of the number Current Market Price per share of shares of the Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement immediately prior to reflect any events occurring in respect the consummation of such Principal Party after the date of such consolidation, merger, sale or transfer;Business Combination. (Bb) such After consummation of any Business Combination, (i) the Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferBusiness Combination and without the necessity of any further act, all the obligations and duties of the Company pursuant to this Rights Agreement; , (Cii) the term “Company” as used herein in this Agreement shall thereafter be deemed to refer to such Principal Party; and Party and (Diii) such Principal Party shall take such all steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common StockStock in accordance with Section 9) in connection with such consummation of any such transaction Business Combination as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided. (c) The Company shall not consummate any Business Combination unless prior thereto (i) the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance (other than shares reserved for issuance pursuant to this Agreement to the holders of Rights) to permit the exercise in full of the Rights in accordance with this Section 13, that (ii) the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the fulfillment of the Principal Party’s obligations and the terms as set forth in paragraphs (a) and (b) of this Section 13 and further providing that, as soon as practicable on or after the date of such Business Combination, the Principal Party, at its own expense, shall (A) prepare and file, if necessary, a registration statement on an appropriate form under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the subsequent occurrence Rights, (B) use its best efforts to cause such registration statement to become effective as soon as practicable after such filing and remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Date, (C) deliver to holders of the Rights historical financial statements for the Principal Party and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act, (D) use its best efforts to qualify or register the Rights and the securities purchasable upon exercise of the Rights under the state securities or “blue sky” laws of such jurisdictions as may be necessary or appropriate, (E) use its best efforts to list the Rights and the securities purchasable upon exercise of the Rights on a United States national securities exchange and (F) obtain waivers of any consolidation, merger, sale rights of first refusal or transfer of assets or other extraordinary transaction preemptive rights in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable subject to purchase upon exercise of outstanding Rights, (iii) the Company and the Principal Party shall have furnished to the Rights Agent an opinion of independent counsel stating that such supplemental agreement is a legal, valid and binding agreement of the Principal Party enforceable against the Principal Party in accordance with its terms and (iv) the Company and the Principal Party shall have filed with the Rights Agent a certificate of a nationally recognized firm of independent accountants setting forth the number of shares of Common Stock of such issuer which may be purchased upon the exercise of each Right after the consummation of such Business Combination. (d) The provisions of this Section 13 shall similarly apply to successive Business Combinations. In the event a Right pursuant to this Business Combination shall be consummated at any time after the occurrence of a Triggering Event, the Rights which have not theretofore been exercised shall thereafter be exercisable for the consideration and in the manner described in Section 13(a). The provisions of Section 11(b) of this Agreement shall be applicable to events which occur after a Business Combination. (e) Notwithstanding any other provision of this Agreement, no adjustment to the number or kind of shares (or fractions of a share), cash or other property for which a Right is exercisable or the number of Rights outstanding or associated with each share of Common Stock or any similar or other adjustment shall be made or be effective if such adjustment would have the effect of reducing or limiting the benefits the holders of the Rights would have had absent such adjustment, including, without limitation, the benefits under Sections 11 and 13, unless the terms of this Agreement are amended so as to preserve such benefits, provided that this paragraph shall not prevent any change prior to the Stock Acquisition Date permitted by Section 26(a) and provided that this Section 13(e) shall not be deemed to limit or impair the right to engage in an exchange pursuant to Section 11(c)(3). (f) The Company covenants and agrees that it shall not effect any Business Combination if, at the time of or immediately after such Business Combination, there are any rights, options, warrants or other instruments outstanding which would diminish or otherwise eliminate the benefits intended to be afforded by the Rights. (g) Without limiting the generality of this Section 13, in the event the nature of the organization of any Principal Party shall preclude or limit the acquisition of Common Stock of such Principal Party upon exercise of the Rights as required by Section 13(a) as a result of a Business Combination, it shall be a condition to such Business Combination that such Principal Party shall take such steps (including, but not limited to, reservation of shares of stocka reorganization) as may be necessary to permit ensure that the subsequent benefits intended to be derived under this Section 13 upon the exercise of the Rights in accordance with are assured to the terms hereof for such cash, shares, rights, warrants and other propertyholders thereof.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person or Persons (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person or Persons (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other propertyproperty or the shares of Common Stock held by stockholders of the Company immediately prior to the consummation of the transaction which remain outstanding shall constitute less than 50% of the total number of shares of Common Stock outstanding immediately following consummation of the transaction, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) shall thereafter hereof, shall, thereafter, have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one- hundredths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the then-current per share market price of the Common Stock of such Principal Party Current Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Section 13 Event. (b) "Principal Party, each holder " shall mean: (i) in the case of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment any transaction described in clause (x) or (y) of the Purchase Price as provided in this first sentence of Section 13(a), the Person that is the issuer of any securities into which shares of Common Stock of the Company are converted, changed or exchanged in such cashmerger or consolidation, sharesor, rightsif no securities are so issued, warrants the Person that is the other party to such merger or consolidation, or, if the other party to the merger does not survive the merger, the person that does survive the merger (including the Company, if it survives); and other property which (ii) in the case of any transaction described in clause (z) of the first sentence of Section 13(a), the Person that is the party receiving the greatest portion of the assets, or earning power transferred pursuant to such holder would have been entitled to receive had transaction or transactions; provided, however, that in any such holdercase, at the time of such transaction, owned (1) if the Common Stock of such Person is not at such time and has not been continuously over the Principal Party receivable upon preceding twelve (12) month period registered under Section 12 of the exercise of a Right pursuant to this Section 13(a)Exchange Act, and such Person is a direct or indirect Subsidiary of another Person the Common Stock of which is and has been so registered, "Principal Party Party" shall take refer to such steps other Person; and (including2) if the Common Stock of such Person is not and has not been so registered and such Person is a Subsidiary, but not limited todirectly or indirectly, reservation of shares more than one Person, the Common Stocks of stock) as may be necessary two or more of which are and have been so registered, "Principal Party" shall refer to permit whichever of such Persons is the subsequent exercise issuer of the Rights in accordance with Common Stock having the terms hereof for such cash, shares, rights, warrants and other propertygreatest aggregate market value.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, receive upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and non-assessable paid, nonassessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1l) multiplying the then-then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b)and dividing that product (which, 11(c)following the first occurrence of a Section 13 Event, 11(f), 11(h), 11(ishall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) and 11(m)) and by (2) dividing that product by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date (which for purposes of this Section 13(a) only shall also include the date of the first public announcement (including, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) that any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with any of such Person’s Affiliates and Associates, has become the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding pursuant to a Permitted Offer), directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(p) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(p) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(p) hereof), then, and in each upon the first occurrence of such caseevent (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m))Price, in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b)and dividing that product (which, 11(c)following the first occurrence of a Section 13 Event, 11(f), 11(h), 11(ishall be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement) and 11(m)) and by (2) dividing that product by 50% of the then-current per share market price of the Common Stock of such Principal Party Current Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidationconsummation, merger, sale or transfer; provided, provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “Company” as used herein shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Except as provided in Section 13(b) hereof, in the eventevent that, following a Shares Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o)) shall consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), in one or more transactions, directly or indirectly, assets or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or one or more of its wholly-owned Subsidiarieswhole)(any such event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii7(e)) , shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockPrice, such number of validly authorized and issued, fully paid and non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share Units of Preferred Stock for which a Right was is exercisable immediately prior to the time that any Person first became an Acquiring Person occurrence of a Section 13 Event (as subsequently adjusted thereafter pursuant or, if a Section 11(a)(ii) Event has occurred prior to Sections 11(a)(i)the first occurrence of a Section 13 Event, 11(b), 11(c), 11(f), 11(h), 11(imultiplying the number of such Units of Preferred Stock for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) and 11(m)Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the direct occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i11(d)) hereof) on of the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after on the date of consummation of such consolidation, merger, sale or transfer; Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein shall " shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In If, following the eventStock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such casecase (except as contemplated by Section 13(d) hereof), proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) ), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-thousandths of a share for which a Right was exercisable immediately prior to the time first occurrence of a Section 11(a)(ii) Event) by the Purchase Price in effect immediately prior to such first occurrence, and dividing that any Person product (which, following the first became an Acquiring Person (occurrence of a Section 13 Event, shall be referred to as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(ithe "Purchase Price" for each Right and for all purposes of this Agreement) and 11(m)) and by (2) dividing that product by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) Section 11(a)(ii) hereof shall be of no effect following the subsequent first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following a Share Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o)) shall consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of Common Stock of the Company shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), in one or more transactions, directly or indirectly, assets or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to ), (any other Person (other than the Company or one or more of its wholly-owned Subsidiariessuch event being a “Section 13 Event”), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii7(e)) , shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockPrice, such number of validly authorized and issued, fully paid and non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined below) Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal refusal, transfer restrictions or other adverse claims, as shall be equal to the result product obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share Units of Preferred Stock for which a Right was is exercisable immediately prior to the time that any Person first became an Acquiring Person occurrence of a Section 13 Event (as subsequently adjusted thereafter pursuant or, if a Section 11(a)(ii) Event has occurred prior to Sections 11(a)(i)the first occurrence of a Section 13 Event, 11(b), 11(c), 11(f), 11(h), 11(imultiplying the number of such Units of Preferred Stock for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) and 11(m)Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the “Purchase Price” for all purposes of this Agreement) by 50% of the then-current per share market price Current Per Share Market Price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after on the date of consummation of such consolidation, merger, sale or transfer; Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “Company” as used herein shall shall, for all purposes of this Agreement, thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation applicable to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more of its a wholly-owned SubsidiariesSubsidiary of the Company in a transaction which is not prohibited by Section 11(n)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more of its a wholly-owned SubsidiariesSubsidiary of the Company in a transaction which is not prohibited by the proviso at the end of the first sentence of Section 11(n)) shall consolidate with the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of Common Stock of the Company shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its wholly-owned Subsidiaries shall sell sell, mortgage or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or one or more of its wholly-owned SubsidiariesSubsidiaries in one or more transactions, each of which individually (and together) is not prohibited by the proviso at the end of the first sentence of Section 11(n)), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to except as provided in Section 11(a)(ii7(e)) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement Agreement, and in lieu of Preferred StockShares, such number of validly authorized and issued, fully paid and non-assessable and freely tradeable nonassessable shares of freely tradable Common Stock of the Principal Party (as hereinafter defined below) not subject to any in Section 13(b)), free and clear of rights of call or first refusal, liens, encumbrances, rights of first refusal transfer restrictions or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a Preferred Share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Exercise Price in effect immediately prior to Sections 11(a)(isuch first occurrence of a Section 11(a)(ii) Event), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, will be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the then-current Fair Market Value (determined pursuant to Section 11(d)) per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidationSection 13 Event, mergerprovided, sale or transfer; providedhowever, that the Purchase Price price per Right so payable and the number of shares of Common Stock of such Principal Party issuable so receivable upon exercise of each a Right shall will be subject to further adjusted adjustment as provided appropriate in accordance with Section 11(f11(e) of this Rights Agreement to reflect any events covered thereby occurring in respect of the Common Stock of such Principal Party after the date occurrence of such consolidation, merger, sale or transfer; Section 13 Event; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale sale, mortgage or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “Company” as used herein shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall apply to such Principal Party; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common StockStock to permit exercise of all outstanding Rights in accordance with this Section 13(a) and the making of payments in cash and/or other securities in accordance with Section 11(a)(iii)) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that (v) the provisions of Section 11(a)(ii) will be of no effect following the first occurrence of any Section 13 Event; and (vi) upon the subsequent occurrence of any consolidation, merger, sale or sale, exchange, mortgage, transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall will thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Exercise Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which that such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall must take such steps (including, but not limited to, including reservation of a sufficient number of shares of its capital stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (i) the Company shall consolidate with, or merge with and into into, any other Person (other than one a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or more surviving corporation of its wholly-owned Subsidiaries)such consolidation or merger, (ii) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person (or of the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to 50% or more than 50 percent of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof) (any event described in clauses (i), (ii) or (iii) of this Section 13(a) being a "Section 13 Event"), then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: : (A) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and non-assessable paid, nonassessable and freely tradeable tradable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths 1/1,000s of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such 1/1,000s of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of such Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b)and dividing that product (which, 11(c)following the first occurrence of a Section 13 Event, 11(f), 11(h), 11(ishall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) and 11(m)) and by (2) dividing that product by 50% 50 percent of the then-current per share market price of the Common Stock of such Principal Party Current Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (C) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof apply only to such Principal Party following the first occurrence of a Section 13 Event; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (E) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after any Person has become an Acquiring Person, (ix) the Company shall consolidate with, or merge with and into into, any other Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (iiy) any Person (other than one or more a Subsidiary of its wholly-owned Subsidiariesthe Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with or into, the Company, or any Person (other than one or more of its wholly-owned Subsidiaries) shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iiiz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating to more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o) hereof), then, and in each such case, proper provision shall be made so that: : (Ai) each holder of record of a Right (other than Rights which have become void pursuant to Right, except as provided in Section 11(a)(ii)7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)), in accordance with the terms of this Rights Agreement and in lieu of Preferred StockAgreement, such number of validly authorized and issued, fully paid and paid, non-assessable and freely tradeable tradable shares of Common Stock of the Principal Party (as defined below) such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then-then current Purchase Price by the number of one one-thousandths of a share of Preferred Special Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to Sections 11(a)(isuch first occurrence), 11(b)and dividing that product (which, 11(c)following the first occurrence of a Section 13 Event, 11(f), 11(h), 11(ishall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) and 11(m)) and by (2) dividing that product by 50% of the then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; provided, that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Rights Agreement to reflect any events occurring in respect of such Principal Party after the date of such consolidation, merger, sale or transfer; (Bii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (Ciii) the term “"Company” as used herein " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (Div) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Stock) in connection with such the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably practicably may be, in relation to the its shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided, that upon and (v) the subsequent provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property13 Event.