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 that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company, as the case may be, shall not be the surviving or continuing Person of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation Person 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 other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a “Flip-Over Event”), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become null and void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Rights Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "“Company" ” for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may 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 event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if : (i) at any time after a Transaction is proposedPerson has become an Acquiring Person, the Distribution Date, directly or indirectly (x) the Company shall consolidate consolidates with, or merge merges with and or into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate (other than a Subsidiary of the Company in a transaction that complies with Section 11(o)) and the Company is not the continuing or surviving corporation of such consolidation or merger; or (ii) at any time after a Person has become an Acquiring Person, any Person consolidates with the Company, or merge merges with and or into the Company, and the Company shall be is the continuing or surviving corporation of such merger (other thanor consolidation and, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of connection with such merger or consolidation), all or part of the Common Shares is changed into or exchanged for stock or other securities of any other Person or cash or any other property; or (ziii) at any time after a Person has become an Acquiring Person, the Company shall sellCompany, mortgage directly or indirectly, sells or otherwise transfer transfers (or one or more of its subsidiaries shall sell, mortgage Subsidiaries sells or otherwise transfertransfers), in one or more transactions, assets or earning power aggregating (including without limitation securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing in the aggregate more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder Person or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (Persons other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) its wholly owned Subsidiaries; then, and in each such case, proper provision shall will be made so that from and after the latest of the Share Acquisition Date, the Distribution Date and the date of the occurrence of such Flip-over Event (iA) each holder of a Right, subject to Section 11(a)(iiRight (except as otherwise provided herein) hereof, shall have thereafter has the right to receive, upon the exercise thereof in accordance with the terms of this Agreement at a an exercise price per Right equal to the then product of the then-current Purchase Price multiplied by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then was exercisable in accordance with immediately prior to the terms of this Agreement and in lieu of Preferred SharesShare Acquisition Date, such number of duly authorized, validly issued, fully paid, nonassessable and freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined)Issuer, free and clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to equals the result obtained by (Ax) multiplying the then then-current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant immediately prior to Section 11(a)(ii) hereof) the Share Acquisition Date and dividing that product by (By) 50% of the then current per share market price of the Common Shares of such Principal Party the Issuer (determined pursuant to Section 11(d) hereof) )), on the date of consummation the occurrence of such consolidation, merger, sale or transferFlip-over Event; (iiB) such Principal Party shall the Issuer will thereafter be liable for, and shall will assume, by virtue of the occurrence of such consolidation, merger, sale or transferFlip-over Event, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "“Company" shall ” will 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 PartyIssuer; and (ivD) such Principal Party shall the Issuer will take such steps (including, but not limited to, including without limitation the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofto permit the exercise of all outstanding Rights) in connection with such consummation as may be necessary to assure that the provisions hereof shall are thereafter be applicable, as nearly as reasonably may bebe possible, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights. (b) For purposes of this Section 13, “Issuer” means (i) in the case of any Flip-over Event described in Sections 13(a)(i) or (ii) above, the Person that is the continuing, surviving, resulting or acquiring Person (including the Company as the continuing or surviving corporation of a transaction described in Section 13(a)(ii) above), and (ii) in the case of any Flip-over Event described in Section 13(a)(iii) above, the Person that is the party receiving the greatest portion of the assets or earning power (including without limitation securities creating any obligation on the part of the Company and/or any of its Subsidiaries) transferred pursuant to such transaction or transactions; provided, however, that, in any such case, (A) if (1) no class of equity security of such Person is, at the time of such merger, consolidation or transaction and has been continuously over the preceding 12-month period, registered pursuant to Section 12 of the Exchange Act, and (2) such Person is a Subsidiary, directly or indirectly, of another Person, a class of equity security of which is and has been so registered, the term “Issuer” means such other Person; and (B) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, a class of equity security of two or more of which are and have been so registered, the term “Issuer” means whichever of such Persons is the issuer of the equity security having the greatest aggregate market value. Notwithstanding the foregoing, if the Issuer in any of the Flip-over Events listed above is not a corporation or other legal entity having outstanding equity securities, then, and in each such case, (x) if the Issuer is directly or indirectly wholly owned by a corporation or other legal entity having outstanding equity securities, then all references to Common Shares of the Issuer will be deemed to be references to the Common Shares of the corporation or other legal entity having outstanding equity securities which ultimately controls the Issuer, and (y) if there is no such corporation or other legal entity having outstanding equity securities, (I) proper provision will be made so that the Issuer creates or otherwise makes available for purposes of the exercise of the Rights in accordance with the terms of this Agreement, a kind or kinds of security or securities having a fair market value at least equal to the economic value of the Common Shares which each holder of a Right would have been entitled to receive if the Issuer had been a corporation or other legal entity having outstanding equity securities; and (II) all other provisions of this Agreement will apply to the issuer of such securities as if such securities were Common Shares.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In A "Business Combination" shall be deemed to occur in the event that, in or following a Triggering Event, (i) the Shares Acquisition Date or, if a Transaction is proposed, the Distribution DateCompany shall, directly or indirectly (x) the Company shall indirectly, consolidate with, or merge with and into, any Interested Stockholderother Person (other than 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 if in surviving corporation of such merger or consolidation all holders of Common Stock are not treated alike, any other Personconsolidation, (yii) any Interested PersonPerson (other than a Subsidiary of the Company in a transaction that complies with Section 11(i) and Section 11(j) of this Agreement) shall, directly or if in such merger or consolidation all holders of Common Stock are not treated alikeindirectly, any other Person shall consolidate with the Company, or shall merge with and into the Company, and in a transaction in which the Company shall be is the continuing continuing, resulting or surviving corporation of such merger (other thanor consolidation and, in the case of either transaction described in (x) or (y), a connection with such merger or consolidation which would result in consolidation, all or part of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent Common Stock shall be changed (either by remaining outstanding including, without limitation, any conversion into or by being converted into securities of the surviving entity) all of the voting power represented by the exchange for securities of the Company or such surviving entity outstanding immediately after such merger of any other Person, cash or consolidation and the holders of such securities not having changed as a result of such merger or consolidationany other property), or (ziii) the Company shall, directly or indirectly, effect a share exchange in which all or part of the Common Stock shall 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, mortgage lease, exchange, mortgage, pledge or otherwise transfer or dispose of (or one or more of its subsidiaries Subsidiaries shall directly or indirectly sell, mortgage 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 more than 50% 50 percent of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company its Subsidiaries in one or more transactions each and all of which individually comply with Section 11(i) and Section 11(j) of this Agreement). In the aggregate does not violate Section 13(d) hereof) then, and in each such caseevent of a Business Combination, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(iiRight (except as otherwise provided in this Agreement) 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shareseach Right, such number of freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price Exercise Amount in effect prior to the Business Combination by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% 50 percent of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant immediately prior to Section 11(d) 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; (ii) encumbrances, 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 per share for such Common Stock immediately after such Business Combination shall be equal to 50 percent of the Current Market Price per share of the Common Stock of such Principal Party immediately prior to the consummation of such Business Combination. (b) 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 Agreement; , (iiiii) the term "Company" as used in this Agreement 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; Party and (iviii) such Principal Party shall take such all steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof9) in connection with such consummation 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 Shares Stock thereafter deliverable upon the exercise of the Rights. (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, (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 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 rights of first refusal or preemptive rights in respect of the Common Stock of the Principal Party 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 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 Trigger 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)(2). (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, a reorganization) as may be necessary to ensure that the benefits intended to be derived under this Section 13 upon the exercise of the Rights are assured to the holders thereof.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, Company and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than fifty percent (50% %) of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if other Person (any of the events described in such transaction all holders of Common Stock are not treated alike, any other Personthe foregoing clauses (x), (other than the Company y) or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate (z) being herein referred to as a “Section 13(d) hereof) 13 Event”), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Right (other than as provided in Section 11(a)(ii7(e) hereof, ) shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of shares of freely tradeable tradable Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and (y) dividing that product by fifty percent (B50%) 50% of the then current market price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors (“voting power represented by the securities securities”) of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) 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 Corporation pursuant to this Agreement; (iii) the term "Company" “Corporation” 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party 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 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if at any time after a Transaction is proposed, the Distribution DatePerson becomes an Acquiring Person, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such any merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such any merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall shall, consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths thousandths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person the Corporation shall consolidate with the Companywith, or merge with and into the Companywith, any Person, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to except 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-hundredths of for a Preferred Share for which a Right is then exercisable whole Common Share, in accordance with the terms of this Agreement and in lieu of Preferred Common Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price for a whole Common Share by the number of one one-hundredths tenths of a Preferred Common Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) 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 Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party 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 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.in

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, Company and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than fifty percent (50% %) of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if other Person (any of the events described in such transaction all holders of Common Stock are not treated alike, any other Personthe foregoing clauses (x), (other than the Company y) or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate (z) being herein referred to as a "Section 13(d) hereof) 13 Event"), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Right (other than as provided in Section 11(a)(ii7(e) hereof, ) shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of shares of freely tradeable tradable Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and (y) dividing that product by fifty percent (B50%) 50% of the then current market price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company, as the case may be, shall not be the surviving or continuing Person of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation Person 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 other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become null and void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Rights Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may 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 event that, following the Shares Acquisition Date or, if a Transaction is proposed, at any time on or after the Distribution Date, directly or indirectly directly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, other Person or if in Persons and the Company shall not be the surviving or continuing corporation of such merger consolidation or consolidation all holders of Common Stock are not treated alike, any other Personmerger, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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 any other Person or of the Company or each or any other property (other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent, proper provision shall be made so that (i) each holder of record of a Right, subject to Section 11(a)(ii) hereof, Right shall thereafter have the right to receive, upon the exercise thereof at a price payment of an amount equal to the product of the then current Purchase Price multiplied per Unit and the then number of Units of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-Over Event (or, if a Flip-In Event hereof has occurred prior to the first occurrence of a Flip-Over Event, multiplying the Purchase Price per Unit in effect immediately prior to the first occurrence of a Flip-In Event by the number of one one-hundredths Units of a Preferred Share Stock for which a Right is then was exercisable immediately prior to such first occurrence of a Flip-In Event (the "Flip-Over Exercise Payment") and the exercise of a Right in accordance with the terms of this Agreement and in lieu of Preferred SharesRights Agreement, such number of shares of validly issued, fully paid and nonassessable and freely tradeable Common Shares Stock of the Principal Party (as such term is hereinafter defined)defined herein) not subject to any liens, free and clear of liensencumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price Flip-Over Exercise Payment by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price (determined as provided in Section 11(d) hereof with respect to the Common Stock) per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidationFlip-Over Event (or the fair market value on such date of other securities or property of the Principal Party, merger, sale or transferas provided for herein); provided that the Purchase Price per share 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 this Agreement to reflect any events occurring after the date of the first occurrence of a Flip-Over Event; (ii) 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; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of 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 right 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 event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) the Company shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, than in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(n) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision provisions shall be made so that (i) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) 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 Agreement; (iii) the term "Company" 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party 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 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors ("VOTING SECURITIES") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, alike (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section Setion 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) 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 Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party 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 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such consolidation or merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) the Corporation shall merge with any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities') of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(n) hereof) `), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, receive upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) 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 corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party 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 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage mortgage, exclusively-license or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage mortgage, exclusively-license or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Interested Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, to any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and in the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to the second paragraph of Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof (expressly designated as a “Flip-Over” exercise) at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable and in accordance with the terms of this Agreement and in lieu of Preferred Sharesany other exercise proceeds thereunder, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price Current Per Share Market Price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the RightsRights (together, “the “Flip-Over”). Customary provisions in a merger or consolidation agreement, by which the Company is acquired, to the effect that Common Shares of the acquired entity held by the acquiring entity and/or its affiliates shall be cancelled without consideration shall not be deemed to mean that, for purposes of the preceding paragraph or of Section 23(b) hereof, all holders of Common Shares are not treated alike in such merger or consolidation.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.ad-

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, at any time on or after the Distribution Date, directly or indirectly directly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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 each or any other property (other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent, proper provision shall be made so that (i) each holder of record of a Right, subject to Section 11(a)(ii) hereof, Right shall thereafter have the right to receive, upon the exercise thereof at a price payment of an amount equal to the product of the then current Purchase Price multiplied per Unit and the then number of Units of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-Over Event (or, if a Flip-In Event hereof has occurred prior to the first occurrence of a Flip-Over Event, multiplying the Purchase Price per Unit in effect immediately prior to the first occurrence of a Flip-In Event by the number of one one-hundredths Units of a Preferred Share Stock for which a Right is then was exercisable immediately prior to such first occurrence of a Flip-In Event (the "Flip-Over Exercise Payment") and the exercise of a Right in accordance with the terms of this Agreement and in lieu of Preferred SharesRights Agreement, such number of shares of validly issued, fully paid and nonassessable and freely tradeable Common Shares Stock of the Principal Party (as such term is hereinafter defined)defined herein) not subject to any liens, free and clear of liensencumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price Flip-Over Exercise Payment by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price (determined as provided in Section 11(d) hereof with respect to the Common Stock) per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidationFlip-Over Event (or the fair market value on such date of other securities or property of the Principal Party, merger, sale or transferas provided for herein); PROVIDED that the Purchase Price per share 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 this Agreement to reflect any events occurring after the date of the first occurrence of a Flip-Over Event; (ii) 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; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.Section

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderShareholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Company shall consolidate with, or merge with, any Interested PersonShareholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors ("VOTING SECURITIES") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii)) hereof) hereof and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) 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 Agreement; (iii) the term "Company" 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party 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 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, at any time on or after the Distribution Date, directly or indirectly directly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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 each or any other property (other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent, proper provision shall be made so that (i) each holder of record of a Right, subject to Section 11(a)(ii) hereof, Right shall thereafter have the right to receive, upon the exercise thereof at a price payment of an amount equal to the product of the then current Purchase Price multiplied per Unit and the then number of Units of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-Over Event (or, if a Flip-In Event hereof has occurred prior to the first occurrence of a Flip-Over Event, multiplying the Purchase Price per Unit in effect immediately prior to the first occurrence of a Flip-In Event by the number of one one-hundredths Units of a Preferred Share Stock for which a Right is then was exercisable immediately prior to such first occurrence of a Flip-In Event (the "FLIP-OVER EXERCISE PAYMENT") and the exercise of a Right in accordance with the terms of this Agreement and in lieu of Preferred SharesRights Agreement, such number of shares of validly issued, fully paid and nonassessable and freely tradeable Common Shares Stock of the Principal Party (as such term is hereinafter defined)defined herein) not subject to any liens, free and clear of liensencumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price Flip-Over Exercise Payment by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price (determined as provided in Section 11(d) hereof with respect to the Common Stock) per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidationFlip-Over Event (or the fair market value on such date of other securities or property of the Principal Party, merger, sale or transferas provided for herein); provided that the Purchase Price per share 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 this Agreement to reflect any events occurring after the date of the first occurrence of a Flip-Over Event; (ii) 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; (iii) the term "CompanyCOMPANY" for all purposes of this Rights Agreement 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.of

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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 other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may 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 event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall shall, consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall shall, consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, Company and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than fifty percent (50% %) of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if other Person (any of the events described in such transaction all holders of Common Stock are not treated alike, any other Personthe foregoing clauses (x), (other than the Company y) or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate (z) being herein referred to as a "Section 13(d) hereof) 13 Event"), then, and in each such case, proper provision shall be made so that (i) following the Distribution Date, each holder of a Right, subject to Right (other than as provided in Section 11(a)(ii7(e)) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-hundredths ten thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and (y) dividing that product by fifty percent (B50%) 50% of the then current market price per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof)) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof9) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths thousandths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, if in such merger or consolidation all holders of Common Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested Stockholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(n) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share Common Shares for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.per

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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 other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such 22 steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may 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 event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation entity of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Interested Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does all of which collectively do not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereofShares) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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 other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a “Flip-Over Event”), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become null and void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "“Company" ” for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may 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 event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, Stockholder or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Company shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company corporation or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d11 (m) or 11(n) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares tradable common shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) 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 Agreement; (iii) the term "Company" 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party 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 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following at any time after the Shares Acquisition Date ortime that any Person becomes an Acquiring Person, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall shall, directly or indirectly, consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Companyor Persons, or merge with and into any other Person or Persons and the Company shall not be the surviving or continuing corporation of such merger, or (y) any Person or Persons shall, directly or indirectly, merge with and into, the Company, and the Company shall be the continuing or surviving corporation of such merger (other thanand, in the case of either transaction described in (x) connection with such merger, all or (y), a merger or consolidation which would result in all part of the voting power represented by the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding any other Person or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger cash or consolidation and the holders of such securities not having changed as a result of such merger or consolidation)any other property, or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sellSubsidiaries shall, mortgage directly or indirectly, sell or otherwise transfer)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 to any Persons in one or a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to (any Interested Stockholder or Stockholders, or if event described in such transaction all holders of Common Stock are not treated alike, any other Personclause (x), (other than the Company y) or any Subsidiary (z) of the Company in one or more transactions each of which individually and the aggregate does not violate this Section 13(d13(a) hereof) being referred to as a "Section 13 Event"), then, and in each on the first occurrence of any such caseevent, proper provision shall be made so that (i) each holder of record of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal and payment of the Exercise Price with respect to the then current Purchase Price multiplied by the total number of one one-hundredths shares (or fraction of a Preferred Share share) for which a Right is then was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if earlier, the first occurrence of the event described in Section 11(a)(ii)) in accordance with the terms of this Agreement and in lieu of Preferred SharesRights Agreement, such number of shares of validly issued, fully paid and nonassessable and freely tradeable Common Shares Stock of the Principal Party (as such term is hereinafter defined)defined herein) not subject to any liens, free and clear of liensencumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Exercise Price by the number of one one-hundredths shares (or fraction of a Preferred Share share) of Common Stock for which a Right is then was exercisable immediately prior to the first occurrence of a Section 13 Event (without taking into account any adjustment previously made pursuant to or, if the event described in Section 11(a)(ii) hereofhas occurred prior to the first occurrence of a Section 13 Event, multiplying the Exercise Price in effect immediately 50 prior to the first occurrence of the event described in Section 11(a)(ii) by the number of shares (or fraction of a share) of Common Stock for which a Right was exercisable immediately prior to such first occurrence of the event described in Section 11(a)(ii)) and (2) dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party Fair Market Value (determined pursuant to as provided in Section 11(d) 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 Exercise 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 this Rights Agreement to reflect any events occurring after the date of the first occurrence of a Section 13 Event; (ii) 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 pur suant to this Rights Agreement; (iii) the term "Company" for all purposes of this Rights Agreement 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 (iv) such Principal Party 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 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of 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 Exercise Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of 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 occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.then

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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 other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may 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 event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person the Corporation shall consolidate with the Companywith, or merge with and into the Companywith, any Person, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(Offer) hereof) ), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to except 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-hundredths of for a Preferred Share for which a Right is then exercisable whole Common Share, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.in

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) the Company shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, than in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors (“voting power represented by the securities securities”) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company (or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(n) (hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision provisions shall be made so that (i) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) 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 Agreement; (iii) the term "“Company" ” 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party 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 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.hereof

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following on or after the Shares Acquisition Date orDate, if any of the following (each a Transaction is proposed, the Distribution Date"Section 13 Event") shall occur, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such consolidation or merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person, (y) the Company shall consolidate or merge with any Interested PersonStockholder or, or if in such consolidation or merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the case of either any transaction described in clause (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company Voting Securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities Voting Securities of the Company or such other surviving entity outstanding immediately after such consolidation or merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), ) or (z) the Company shall sell, mortgage lease, exchange, mortgage, pledge or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage lease, exchange, mortgage, pledge or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of shares of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) 11(n)), then, and in each such casecase (except as provided in Section 13(e)), proper provision shall be made so that (i) each holder of a Right, subject to Right (except as provided in Section 11(a)(ii7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof of such Right at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Sharesthe Fractional Share otherwise receivable upon exercise of such Right prior to a Section 13 Event, such number of freely tradeable tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined)Party, free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share Fractional Shares for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the shares of Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof)) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) 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 Agreement; (iii) the term "Company" 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, including without limitation the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(dSections 11(m) or 11(n) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) 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 Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party 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 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company, as the case maybe, shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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, other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation)transactions, or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than fifty percent (50% %) of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "FLIP-OVER EVENT"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by fifty percent (B50%) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "CompanyCOMPANY" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; PROVIDED, HOWEVER, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may 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 event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), or (z) (the Company transactions on or following a Shares Acquisition Date referred to in this Section 13(a)(z) will in this Agreement be referred to as Section 13(a)(z) Events and any such transaction will in this Agreement be referred to as a Section 13(a)(z) Event) the Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.adjustment

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, Company and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than fifty percent (50% %) of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if other Person (any of the events described in such transaction all holders of Common Stock are not treated alike, any other Personthe foregoing clauses (x), (other than the Company y) or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate (z) being herein referred to as a "Section 13(d) hereof) 13 Event"), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Right (other than as provided in Section 11(a)(ii7(e) hereof, ) shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of shares of freely tradeable tradable Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and (y) dividing that product by fifty percent (B50%) 50% of the then current market price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) following the Distribution Date, each holder of a Right, subject to Section 11(a)(ii) hereof), shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of shares of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.sale

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall engage in a share exchange with, consolidate with, or merge with and into, any Interested StockholderShareholder or, or if in such merger merger, share exchange or consolidation all holders of Common Stock Share are not treated alikealike (and the holders of Preferred Shares do not receive at least as much per one one-hundredth of a Preferred Share as holders of Common Shares receive for each Common Share so held), any other Person, (y) the Company shall engage in a share exchange with, consolidate with, or merge with, any Interested PersonShareholder or, or if in such merger merger, share exchange or consolidation all holders of Common Stock Shares and are not treated alikealike (and the holders of Preferred Shares do not receive at least as much per one one-hundredth of a Preferred Share as holders of Common Shares receive for each Common Share so held), any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a share exchange, consolidation or merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such share exchange, consolidation or merger or consolidation and the holders of such securities not having changed as a result of such merger share exchange, consolidation or consolidationmerger), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating 25% or more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersShareholders or, or if in such transaction all holders of Common Stock Shares are not treated alikealike (and the holders of Preferred Shares do not receive at least as much per one one-hundredth of a Preferred Share as holders of Common Shares receive for each Common Share so held), any other Person, Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate complies with Section 13(d11(n) hereof) ), then, and in each such case, case (except as provided in Section 13(d) hereof) proper provision shall be made so that that (i) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or call, rights of first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then was exercisable immediately prior to the first occurrence of a Section 13 Event (without taking into account any adjustment previously made pursuant to or, if a Section 11(a)(ii) hereofEvent has occurred prior to the first occurrence of a Section 13 Event, multiplying the Purchase Price in effect immediately prior to the first occurrence of a Section 11(a)(ii) Event by the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to such first occurrence of a Section 11(a)(ii) Event), and (B) dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; Section 13 Event; (ii) 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 Agreement; ; (iii) the term "Company" 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; and (iv) such Principal Party shall take such steps (including, but not limited to, following the reservation first occurrence of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.13 Event;

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, Stockholders or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.Purchase

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (xi) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (yii) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (xi) or (yii), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (ziii) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (iA) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B2) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (iiB) 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 Agreement; (iiiC) the term "“Company" ” 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 (ivD) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.such

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested StockholderShareholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersShareholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following at any time on or after the Shares Stock Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, merge with and into, any other Person or Persons and the Company shall not be the surviving or continuing corporation of the consolidation or merger, or engage in any share exchange pursuant to which its shares are acquired, (y) any Person or Persons shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge engage in any share exchange with and into the Company, and the Company shall be the continuing continuing, surviving or surviving acquiring corporation of such the consolidation, merger (other thanor share exchange and, in connection with the case of either transaction described in (x) or (y)consolidation, a merger or consolidation which would result in share exchange, all or part of the voting power represented by the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding any other Person or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger cash or consolidation and the holders of such securities not having changed as a result of such merger or consolidation)any other property, or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer)transfer to any other Person or any Affiliate or Associate of such Person, in one or more a series of related transactions, assets or earning power aggregating more than 5030% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in on the first occurrence of any such event on or after the Stock Acquisition Date (each such caseevent a "Section 13 Event"), proper provision shall be made so that (i) each registered holder of a RightRight shall, subject for a period of 60 days after the later of the occurrence of such event and the effectiveness of an appropriate registration statement under the Securities Act pursuant to Section 11(a)(ii) hereof13(c), shall have the right to receive, upon the exercise thereof at a price equal to and payment of the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and Rights Agreement, in lieu of Preferred SharesUnits, such number of shares of validly issued, fully paid and nonassessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined)defined herein) not subject to any liens, free and clear of liensencumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share Units for which a Right is then was exercisable immediately prior to the first occurrence of a Section 13 Event (without taking into account any adjustment previously made pursuant to or, if a Section 11(a)(ii) hereofEvent has occurred prior to the first occurrence of a Section 13 Event, multiplying the Purchase Price in effect immediately prior to the first occurrence of a Section 11(a)(ii) Event by the number of Units for which a Right was exercisable immediately prior to such first occurrence of a Section 11(a)(ii) Event) and (2) dividing that product by (B) 50% of the then current Current Market Price (determined as provided in Section 11(d)) per share market price of the Common Shares Stock of such the Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of the Section 13 Event (or the Current Market Price of other securities or property of the Principal Party as of such consolidationdate); provided that the Purchase Price and the number of shares of Common Stock of the Principal Party issuable upon exercise of each Right shall be further adjusted as appropriate to reflect any stock split, mergerstock dividend or similar transaction, sale or transferas provided in this Rights Agreement to reflect any other events, occurring after the date of the first occurrence of a Section 13 Event; (ii) such the 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; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such the Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such the Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its authorized Common Shares Stock, or if there are an insufficient number of authorized shares of Common Stock, securities with rights substantially similar to those shares of Common Stock, which have not been issued or reserved for any other purpose in order to permit the exercise in full of the Rights in accordance with this Section 9 hereof13) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof of this Rights Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.; provided, however, that, upon the subsequent occurrence of any merger, consolidation, share exchange, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of the Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, the cash, shares, rights, warrants and other property which the holder would have been entitled to receive had the holder, at the time of that transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and the 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 for such cash, shares, rights, warrants and other property. (b) "Principal Party" shall mean

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.)

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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, other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation)transactions, or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely 21 tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may 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 event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one 21. or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share Common Shares for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share Common Shares for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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 other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal Party; and (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths thousandths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation entity of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Interested Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does all of which collectively do not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths thousandths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereofShares) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In Except as provided in Section 13(b) hereof, in the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company, as the case may be, shall not be the surviving or continuing Person of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation Person 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 other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a “Flip-Over Event”), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become null and void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Rights Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "“Company" ” for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may 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 A "Business Combination" shall be deemed to occur in the event that, in or following a Triggering Event, (i) the Shares Acquisition Date or, if a Transaction is proposed, the Distribution DateTrust shall, directly or indirectly (x) the Company shall indirectly, consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate (other than a Subsidiary of the Trust in a transaction that complies with Section 11(i) and Section 11(j) of this Agreement) in a transaction in which the CompanyTrust is not the continuing, or merge with and into the Company, and the Company shall be the continuing resulting or surviving corporation of such merger or consolidation, (ii) any Person (other thanthan a Subsidiary of the Trust in a transaction that complies with Section 11(i) and Section 11(j) of this Agreement) shall, directly or indirectly, consolidate with the Trust, or shall merge with and into the Trust, in a transaction in which the case Trust is the continuing, resulting or surviving corporation of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of and, in connection with such merger or consolidation, all or part of the Common Shares shall be changed (including, without limitation, any conversion into or exchange for securities of the Trust or of any other Person, cash or any other property), (iii) the Trust shall, directly or indirectly, effect a shares exchange in which all or part of the Common Shares shall be changed (including, without limitation, any conversion into or exchange for securities of any other Person, cash or any other property) or (ziv) the Company shall Trust shall, directly or indirectly, sell, mortgage lease, exchange, mortgage, pledge or otherwise transfer or dispose of (or one or more of its subsidiaries Subsidiaries shall directly or indirectly sell, mortgage 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 more than 50% of the assets or earning power of the Company Trust and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Trust or any Subsidiary of the Company its Subsidiaries in one or more transactions each and all of which individually comply with Section 11(i) and Section 11(j) of this Agreement). In the aggregate does not violate Section 13(d) hereof) then, and in each such caseevent of a Business Combination, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(iiRight (except as otherwise provided in this Agreement) 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shareseach Right, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price Exercise Amount in effect prior to the Business Combination by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price Shares of the Common Shares of such Principal Party (determined pursuant immediately prior to Section 11(d) hereof) on the date of consummation of such consolidationBusiness Combination. All Common Shares 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; (ii) encumbrances, 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 per share for such Common Shares immediately after such Business Combination shall be equal to 50% of the Current Market Price per share of the Common Shares of such Principal Party immediately prior to the consummation of such Business Combination. (b) 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 Trust pursuant to this Agreement; , (iiiii) the term "CompanyTrust" as used in this Agreement 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; Party and (iviii) such Principal Party shall take such all steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof9) in connection with such consummation 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 its Common Shares thereafter deliverable upon the exercise of the Rights. (c) The Trust shall not consummate any Business Combination unless prior thereto (i) the Principal Party shall have a sufficient number of authorized shares of its Common Shares 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, (ii) the Trust 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 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 rights of first refusal or preemptive rights in respect of the Common Shares of the Principal Party subject to purchase upon exercise of outstanding Rights, (iii) the Trust 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 Trust 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 Common Shares 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 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 Common Share 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 Trigger 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 Trust 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 Shares 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, a reorganization) as may be necessary to ensure that the benefits intended to be derived under this Section 13 upon the exercise of the Rights are assured to the holders thereof.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation entity of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Interested Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does all of which collectively do not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereofShares) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Stock Acquisition Date or, if a Transaction is proposed, or the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alikeoffered the same consideration, any other Person, (y) the Company shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alikeoffered the same consideration, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), ) or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholdersor, or if in such transaction all holders of Common Stock are not treated alikeoffered the same consideration, any other Person, Person (other than the Company or any Subsidiary subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d14(b) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (iA) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement Agreement, and in lieu of Preferred SharesStock, such number of shares of freely tradeable Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B2) 50% of the then current per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (iiB) 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 Agreement; (iiiC) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Section 13 Event; and (ivD) such Principal Party 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 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company, as the case may be, shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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 other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a “Flip-Over Event”), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Rights Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "“Company" ” for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may 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 event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, Stockholder or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation entity of such merger or if in such merger or consolidation all holders of Common Shares are not treated alike (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Interested Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does all of which collectively do not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the RightsRights (including, without limitation, that the terms hereof in respect of Preferred Shares, including without limitation the adjustment provisions of Section 11 hereof, shall thereafter apply, in a manner and on terms as nearly equivalent as practicable, with respect to the Common Shares of the Principal Party).

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) 13.1 In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which consolation that would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors of the Company Corporation ("voting securities") outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such voting surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d) 11.4 hereof) ), then, and in each such casecase (except as provided in Section 13.4 hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii) 7.6 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defineddefined below), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths (1/1000ths) of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof11.1.2) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) 11.4 hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) 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 Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party 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 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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 other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of 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.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to equalto the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.such

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person the Corporation shall consolidate with the Companywith, or merge with and into the Companywith, any Person, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to except 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-hundredths of for a Preferred Share for which a Right is then exercisable whole Common Share, in accordance with the terms of this Agreement and in lieu of Preferred Common Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price for a whole Common Share by the number of one one-hundredths tenths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.a

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (aA) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Dateany Acquiring Person Event, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, (i) any Interested StockholderPerson, or (ii) if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, (i) any Interested Person, or (ii) if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, Person; and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors (“Voting Securities”) of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities Voting Securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities and their respective proportionate holdings not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company in one or more wholly-owned Subsidiaries of the Corporation in one transaction or a series of related transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof(any event described in clauses (x), (y) or (z), a "Change of Control Event"), then, and in each such casecase (except as provided in Section 7(f)), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which are null and void pursuant to Section 11(a)(ii7(f)) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Exercise Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted), in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase dividing such Exercise Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price Current Market Price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidationChange of Control Event, mergerprovided, sale or transferhowever, that the Exercise Price (as so adjusted) and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) to reflect any events occurring in respect of the Common Shares of such Principal Party after the occurrence of such Change of Control Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferChange of Control Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "Company" Principal Party shall thereafter be deemed to refer to such Principal Partyconstitute the Corporation for all purposes hereof, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Change of Control Event; and (iv) such Principal Party shall take such steps (including, but not limited to, including the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof9) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights; provided, further, 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 Exercise Price as provided in this Section 13(a), such cash, debt and equity securities and other assets which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Shares 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 the reservation of shares of capital stock) as may be necessary or desirable to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, debt and equity securities and other assets.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) 13.1. In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which consolation that would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors of the Company Corporation ("voting securities") outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such voting surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d) 11.14 hereof) ), then, and in each such casecase (except as provided in Section 13.4 hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii) 7.6 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred SharesStock, such number of freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined)Party, free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths (1/1000ths) of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof11.1.2) and dividing that product by (B) 50% of the then current per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) 11.4 hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) 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 Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.or

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.,

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) 13.1. In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (xA) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderShareholder or, or if in such merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person, (yB) the Corporation shall consolidate with, or merge with, any Interested PersonShareholder or, or if in such merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (xA) or (yB), a merger or consolidation which consolation that would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors of the Company Corporation ("voting securities") outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such voting surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (zC) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersShareholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d) 11.14 hereof) ), then, and in each such casecase (except as provided in Section 13.4 hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii) 7.6 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred SharesStock, such number of freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined)Party, free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths (1/1000ths) of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof11.1.2) and dividing that product by (B2) 50% of the then current per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) 11.4 hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) 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 Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having have changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereofof this Agreement) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereofof this Agreement, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Helix BioMedix, Inc. Rights Agreement Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereofof this Agreement) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereofof this Agreement) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof of this Agreement shall apply to such Principal Party; and (iv) such Principal Party 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 hereofof this Agreement) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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 other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become null and void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may 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 event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Dateany Section 11(a)(ii) Event, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, (i) any Interested StockholderPerson, or (ii) if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, (i) any Interested Person, or (ii) if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, Person; and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors (“Voting Securities”) of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities Voting Securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities and their respective proportionate holdings not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company in one or more wholly-owned Subsidiaries of the Corporation in one transaction or a series of related transactions each of which individually and the aggregate does not violate Section 13(d) hereof) 11(o)), then, and in each such casecase (except as provided in Section 13(f)), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which are null and void pursuant to Section 11(a)(ii7(g)) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted), in accordance with the terms of this Agreement and in lieu of Preferred Common Shares, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current dividing such Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price Current Market Price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidationSection 13 Event, mergerprovided, sale or transferhowever, that the Purchase Price (as so adjusted) and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) to reflect any events occurring in respect of the Common Shares of such Principal Party after the occurrence of such Section 13 Event; (ii) 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 Corporation pursuant to this Agreement; (iii) the term "Company" Principal Party shall thereafter be deemed to refer to such Principal Partyconstitute the Corporation for all purposes hereof, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, including the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof9) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights; provided, further, 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, debt and equity securities and other assets which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Shares 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 the reservation of shares of capital stock) as may be necessary or desirable to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, debt and equity securities and other assets.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into 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 other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) 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-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; 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 so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) 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; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; PROVIDED, HOWEVER, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of 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, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may 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 event that, on or following the Shares Stock Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alikeoffered the same consideration, any other Person, (y) the Company shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alikeoffered the same consideration, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation)) and, in connection with such 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 cash or any other property, or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock are not treated alikeoffered the same consideration, any other Person, Person (other than the Company or any Subsidiary subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d14(b) hereof) ), then, and in each such casecase (except as provided in Section 13(e) hereof), proper provision shall be made so that (i) following the Distribution Date, each holder of a Right, subject to Section 11(a)(ii) hereof7(e), shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement Agreement, and in lieu of Preferred SharesStock, such number of shares of freely tradeable Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B2) 50% of the then current market price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) 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, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Stock Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderAcquiring Person or, or if in such merger or consolidation all holders of Common Stock are not treated alikeoffered the same consideration, any other Person, (y) any Interested Personthe Company shall consolidate with, or merge with, any Acquiring Person or, if in such merger or consolidation all holders of Common Stock are not treated alikeoffered the same consideration, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), ) or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersAcquiring Person or, or if in such transaction all holders of Common Stock are not treated alikeoffered the same consideration, any other Person, Person (other than the Company or any Subsidiary subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d14(b) hereof) ), then, and in each such case, proper provision shall be made so that (iA) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement Agreement, and in lieu of Preferred SharesStock, such number of shares of freely tradeable Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B2) 50% of the then current per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (iiB) 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 Agreement; (iiiC) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Section 13 Event; and (ivD) such Principal Party 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 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) ), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall 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-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "“Company" ” 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.as

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that on or following the Shares Stock Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person (other than a Subsidiary of the 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, (y) the Company shall consolidate with, or merge with, any Interested Stockholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all the securities generally entitled to vote in the election of directors of the voting power represented by the securities of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate complies with Section 13(d11(o) hereof) ), then, and in each such casecase (except as may be contemplated in Section 13(d) hereof), proper provision shall be made so that that: (i) each record holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred SharesStock, Common Stock and other securities of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined)Party, free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (without taking into account any adjustment previously made pursuant to or, if a Section 11(a)(ii) hereofEvent 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 first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), 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 (B) 50% of the then current per share market price of the Common Shares of such Principal Party Current Market Price (determined pursuant to Section 11(d11(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; (ii) 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 Agreement; (iii) the term "Company" 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 PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party 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 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; 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 that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderShareholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, alike any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonShareholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersShareholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(n) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except 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-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) 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 Agreement; (iii) the term "Company" 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 (iv) such Principal Party 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 hereof) 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, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.first