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. In the event that, following the Shares Acquisition Date, directly or indirectly, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (b) any Person shall consolidate with, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its wholly-owned Subsidiaries, then, and in each such case proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable by (B) 50% of the then current per share market price of the common stock of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common 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 on or after the Shares Stock Acquisition Date, directly or indirectly, (ai) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or mergercorporation, (bii) any Person shall consolidate withwith the Company, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or mergertherewith, all or part of the Common Stock of the Company shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (ciii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its wholly-owned SubsidiariesPersons, then, and in each such case case, proper provision shall be made so that (iA) each holder of a Right (except as otherwise provided herein) Right, subject to Section 7(e), shall thereafter have the right to receive, upon the exercise thereof at the then then-current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradable tradeable shares of common stock Common Stock of such other Person the Principal Party (including the Company as successor thereto hereinafter defined), free and clear of any liens, encumbrances and adverse claims and not subject to any rights of call, purchase or as the surviving corporation) first refusal, as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-thousandths shares of a share of Preferred Common 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 (By) 50% of the then current per share market price of the common stock of such other Person (determined pursuant to Section 11(d)) hereof) per share of the Common Stock of the Principal Party on the date of consummation of such consolidation, merger, sale or transfer; (iiB) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of an event set forth in Section 13(a) hereof; and (ivD) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock Common Stock 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 the shares of its common stock Common Stock or cash, property or other securities thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In (a) At any time after a Person has become an Acquiring Person, in the event that, following the Shares Acquisition Date, directly or indirectly, indirectly (ax) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (by) any Person or Persons shall effect a share exchange or consolidate with, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation consolidation, share exchange or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets assets, cash flow or earning power aggregating more than 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any wholly owned Subsidiary of the Company or any combination thereof in one or more transactions each of which complies (and all of which together comply) with Section 11(g) hereof); provided, however, that this clause (z) of Section 13(a) hereof shall not apply to the pro rata distribution by the Company of assets (including securities) of the Company or any of its wholly-owned SubsidiariesSubsidiaries to all holders of Common Shares; or Persons, then, and in each such case (except as may be contemplated by Section 13(e) hereof), proper provision shall be made so that that: (i) each holder of a Right (except as otherwise provided hereinin Section 7(e) hereof) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Common Shares, such number of validly authorized and issued, fully paid, non-assessable and freely tradable shares Common Shares of common stock the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, preemptive rights, rights of such first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Common Shares for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of Common Shares for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by (B) 50% the Purchase Price in effect immediately prior to such first occurrence); provided that the Purchase Price and the number of Common Shares of the then current per share market price Principal Party issuable upon exercise of the common each Right shall be further adjusted as appropriate to reflect any stock of such split, stock dividend or similar transaction, or as provided in this Agreement to reflect any other Person (determined pursuant to Section 11(d) hereof) on events, occurring after the date of consummation the first occurrence of such consolidation, merger, sale or transfera Section 13 Event; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares its Common Shares, or if there are an insufficient number of its common stock authorized Common Shares, securities with rights substantially similar to those Common Shares of the Principal Party, 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 shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its common stock Common Shares 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 Common Shares 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; 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. In the event thatevent, following the Shares Acquisition Date, directly or indirectlyat any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (b) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation Company of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case proper provision shall be made so that then (i) each holder of a Right (except as otherwise provided herein) right shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms lieu of this AgreementPreferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporationCompany) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d11 (d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall effect a share exchange, consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation share exchange or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof 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 AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares Common Shares of its common stock the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges, or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, 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, (by) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with and into or into, the Company 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 the Company) or cash or any other property, property or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), ) in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of its wholly-owned Subsidiariesthe Company in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such case case, proper provision provisions shall be made so that that: (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a share of Series A Preferred Stock for which a Right is then exercisable (disregarding any adjustment of the Purchase Price pursuant to Section 11(a)(ii) hereof) in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable nonassessable and freely tradable shares of common stock Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Series A Preferred Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of one one-hundredths 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 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 (B2) 50% of the then current per share market price of the common stock of such other Person (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) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Stock) 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 the its shares of its common stock Common 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, following from and after the Shares Acquisition Datetime an Acquiring Person has become such, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (by) any Person shall consolidate with, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger merger, and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person (or the Company) or cash or any other property, or (cz) the Company shall sell sell, lease or otherwise transfer (or one or more of its Subsidiaries shall sell sell, lease 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 and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any wholly owned Subsidiary of its wholly-owned Subsidiariesthe Company or any combination thereof in one or more transactions each of which complies (and all of which together comply) with Section 11(o) hereof), then, and in each such case (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (i) the Purchase Price shall be adjusted to be the Purchase Price immediately prior to the first occurrence of a Triggering Event multiplied by the number of Fractional Shares of Preferred Stock for which a Right was exercisable immediately prior to such first occurrence; (ii) on and after the Distribution Date, each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of shares of Preferred Stock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable nonassessable and freely tradable tradeable shares of common stock Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) 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-thousandths of a share of Preferred Stock for which a Right is then exercisable by (B) 50% of the then current Current Market Price per share market price of the common stock Common Stock of such other Person (determined pursuant to Section 11(d) hereof) Principal Party on the date of consummation of such consolidationFlip-Over Event; provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence of a Triggering Event or after the date of such Flip-Over Event, merger, sale or transferas applicable; (iiiii) the issuer of such common stock 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 Agreement; (iiiiv) the term "Company" shall thereafter be deemed to refer to such issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-Over Event; and (ivv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Stock) 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 the its shares of its common stock Common Stock thereafter deliverable upon the exercise of the Rights; and (vi) the provisions of Section 11(a)(ii) hereof shall be of no effect following the occurrence of any Flip-Over Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person and (other than a Subsidiary of the Company shall not be in a transaction the continuing or surviving corporation principal purpose of such consolidation or mergerwhich is to change the state of incorporation of the Company), (by) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (cz) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its wholly-owned SubsidiariesPerson, then, and in each such case case, proper provision shall be made so that (i) following the Distribution Date, each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable paid and freely tradable shares nonassessable Common Shares of common stock of such other Person the Principal Party (including the Company as successor thereto or as the surviving corporationhereinafter defined) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable by (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and (B) dividing that product by 50% of the then current per share market price of the common stock Common Shares of such other Person Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock 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 Distribution Date, directly or indirectly, , (ai) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m)) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, , (bii) any Person shall acquire shares of Common Stock of the Company in a share exchange, (iii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m)) shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or or (civ) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% 50 percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-wholly owned SubsidiariesSubsidiaries in a transaction that complies with Section 11(m), then, and in each such case case, proper provision shall be made so that (iA) each holder of a Right (except as otherwise provided hereinin Section 7(e)) shall thereafter have the right to receive, upon the exercise thereof at and payment of the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable nonassessable and freely tradable tradeable shares of common stock of such the Principal Party (as hereinafter defined) not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) 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-thousandths of a share of Preferred Stock for which a Right is then exercisable by (B) 50% 50 percent of the then current per share market price Current Per Share Market Price of the common stock of such other Person the Principal Party (determined pursuant to Section 11(d) hereof)) on the date of consummation of such consolidationthe Section 13 Event, merger, sale or transfer; (iiB) the issuer of such common stock 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 issuer; the Principal Party, it being specifically intended that the provisions of Section 11 shall apply to the Principal Party only following the first occurrence of a Section 13 Event, and (ivD) such issuer the Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereof9) in connection with such consummation as may be necessary to assure ensure that the provisions hereof of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its common stock thereafter deliverable upon the exercise of the Rights. The provisions of Section 11(a)(ii) shall be of no effect following the first occurrence of an event described in Section 13.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Distribution Date, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (by) any Person shall consolidate withconsolidate, or merge with and into the Company and Company, the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its wholly-owned SubsidiariesPerson, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then then-current Purchase Price in accordance with the terms of this Agreement, such number of shares of validly issued, fully paid, non-assessable and freely tradable shares Common Stock of common stock the Principal Party (as hereinafter defined), not subject to any rights of such other Person (including the Company as successor thereto call or as the surviving corporation) first refusal, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the then number of one one-thousandths shares of a share of Preferred Common Stock for which a Right is then exercisable and dividing that product by (B2) 50% of the then current market price per share market price of the common stock Common Stock of such other Person Principal Party (determined pursuant to in the manner described in Section 11(d) hereof)) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of section 11 hereof shall apply to such Principal Party; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock Common Stock 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 the shares of its common stock Common 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 of the transactions described in Section 13(a) hereof.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall effect a share exchange, consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger and, in connection with such consolidation or mergertransaction, all or part of the Common Stock Ordinary Shares shall be changed into or exchanged for stock shares or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 5050 % or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price a price equal to $0.01 per ADS, in accordance with the terms of this AgreementAgreement and in lieu of ADSs representing Ordinary Shares, such one times the number of validly issued, fully paid, non-assessable and freely tradable shares of common stock securities of such other Person to which each shareholder is entitled to for each of its Ordinary Shares of the Company (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable by (B) 50% of the then current per share market price of the common stock of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer); (ii) the issuer of such common stock securities shall thereafter be liable for, and shall assume, by virtue of such share exchange, 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock securities 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 the shares of its common stock securities thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such share exchange, consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have prepared, executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition DateIf, directly or indirectlyindirectly at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall consolidate with, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with any such consolidation or merger, all or part of the Common Stock Shares of the Company shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or a series of two or more transactions, assets of the Company or earning power aggregating its Subsidiaries which constitute more than 50% or more of the assets or which produce more than 50% of the earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (any Affiliate or Associate of such Person other than the Company or any one or more of its whollyWholly-owned Owned Subsidiaries, then, and in each such case case, the Company agrees that, as a condition to engaging in any such transaction, it will make or cause to be made proper provision shall be made so that (i1) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) or, if such other Person is a Subsidiary of another Person, of the Person or Persons (other than individuals) which ultimately control such first-mentioned Person, as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 12(a)(2)) and dividing that product by (By) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d12(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii2) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii3) the term "Company" ", as used herein, shall thereafter be deemed to refer to such issuer; and (iv4) such issuer shall take such steps (including, but not limited to, including without limitation the reservation of a sufficient number of shares of its common stock Common Shares in accordance with Section 9 hereof10) 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 14 if at the time of such transaction there are outstanding any rights, warrants, instruments or securities or any agreement, understanding or arrangements which, as a result of the consummation of such transaction, would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent an agreement supplemental to this Agreement complying with the provisions of this Section 14. The provisions of this Section 14 shall similarly apply to successive mergers or consolidations or sales or other transfers. For the purposes of this Section 14, 50% of the assets of the Company and its Subsidiaries shall be determined by reference to the book value of such assets as set forth in the most recent consolidated balance sheet of the Company and its Subsidiaries (which need not be audited) and 50% of the earning power of the Company and its Subsidiaries shall be determined by reference to the mathematical average of the operating income resulting from the operations of the Company and its Subsidiaries for the two most recent full fiscal years as set forth in the consolidated and consolidating financial statements of the Company and its Subsidiaries for such years; PROVIDED, HOWEVER, that, if the Company has, during such period, engaged in one or more transactions to which purchase accounting is applicable, such determination shall be made by reference to the pro forma operating income of the Company and its Subsidiaries giving effect to such transactions as if they had occurred at the commencement of such two-year period.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateduring such time as there is an Acquiring Person, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof and has been approved by the Board of Directors), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (by) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof and has been approved by the Board of Directors) shall consolidate with, or merge with and into or into, the Company 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 the Company) or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of its wholly-owned Subsidiariesthe Company in one or more transactions each of which complies with Section 11(o) hereof and has been approved by the Board of Directors), then, and in each such case case, proper provision shall be made so that that: (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at one hundred times the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradable full shares of common stock Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A1) multiplying by one hundred the then current Purchase Price multiplied by the number of one one-thousandths hundredths of a share of Preferred Common Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one-hundredths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by one hundred times the Purchase Price in effect immediately prior to such first occurrence), and 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 (B2) 50% of the then current per share market price of the common stock of such other Person (determined pursuant to 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; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Stock) 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 the its shares of its common stock Common 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, directly or indirectly, (ax) 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 and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (by) any Person the Corporation shall consolidate with, or merge with and into the Company with, any Interested Stockholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such a case of any transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the Common Stock shall be changed securities generally entitled to vote in the election of directors (“Voting Securities”) of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person (the surviving entity) all of the Voting Securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation and the Company) holders of such securities not having changed as a result of such merger or cash or any other propertyconsolidation), or (cz) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation 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 or Persons (other than the Company Corporation or any Subsidiary of its wholly-owned Subsidiariesthe Corporation in one or more transactions each of which does not violate Section 11(n) hereof), then, and in each such case (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price Price, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock of such the Principal Party (as hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii)) and 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 stock Common Shares of such other Person Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Shares) 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 the shares of its common stock 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, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation entity of such consolidation or merger, (by) any Person shall consolidate with, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation entity of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Company's most recent regularly prepared financial statements) to any other Person or Persons (other than the Company or any of its wholly-owned SubsidiariesPersons, then, and in each such case proper case, appropriate provision shall be made so that (i) each holder of a Right (Right, except as otherwise provided hereinin Section 11(a)(iii) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price multiplied by the number of one one-hundredths (1/100ths) of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of shares of Preferred Stock, such number of validly authorized and issued, fully paid, non-assessable paid and freely tradable nonassessable shares of common stock freely tradeable Common Stock of such other Person the Principal Party (as hereinafter defined, including the Company as successor thereto or as the surviving corporation) entity), not subject to any rights of call or first refusal, liens, encumbrances or other claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths (1/100ths) of a share of Preferred Stock for which a Right is then exercisable by immediately prior to the first occurrence of any event described in Section 13(a)(x), (y) or (z) hereof, and (B) dividing that product (which, following the first occurrence of any event referred to in Section 13(a)(x), (y) or (z), shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the then current Current Market Price per share market price of the common stock Common Stock of such other Person (determined pursuant to Section 11(d) hereof) Principal Party on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock 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 issuer; Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the authorization and reservation of a sufficient number of shares of its common stock Common Stock to permit exercise of all outstanding Rights in accordance with this Section 9 hereof13(a)) 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 the shares of its common stock Common Stock thereafter deliverable upon the exercise of the Rights, PROVIDED, 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 the Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which the 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 and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the occurrence of any event described in Section 13(a)(x), (y) or (z).

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof 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 AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" Company shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements that, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (ai) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (bii) any Person shall effect a share exchange, consolidate withwith the Company, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger (and, in connection with such consolidation or merger, all or part of the Common Stock Shares of the Company shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property), or (ciii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned SubsidiariesSubsidiaries (in each case of clauses (i) through (iii), other than pursuant to a Holding Company Reorganization), then, and in each such case case, proper provision shall be made so that (iA) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then then-current Purchase Price multiplied by the number of one ten-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, paid and non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) (such “issuer”) as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one oneten-thousandths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B2) 50% of the then current per share market price of the common stock Common Shares of such other Person issuer (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (iiB) the such issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "“Company" ” shall thereafter be deemed to refer to such issuer; and (ivD) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares Common Shares of its common stock the Company thereafter deliverable upon the exercise of the Rights. (b) Except pursuant to a Holding Company Reorganization, the Company shall not consummate any such consolidation, merger, sale or transfer described in the foregoing subsection (a) unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing and further providing that, as soon as practicable after executing such agreement pursuant to this Section 13, such issuer will: (i) prepare and file a registration statement under the Securities Act, if necessary, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing and use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Final Expiration Date, and similarly comply with applicable state securities laws; (ii) use its best efforts, if the Common Shares of such issuer shall be listed or admitted to trading on NASDAQ or on another national securities exchange, to list or admit to trading (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on NASDAQ or such securities exchange, or, if the Common Shares of such issuer shall not be listed or admitted to trading on NASDAQ or a national securities exchange, to cause the Rights and the securities receivable upon exercise of the Rights to be reported by such other system then in use; (iii) deliver to holders of the Rights historical financial statements for such issuer which comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act; and (iv) obtain waivers of any rights of first refusal or preemptive rights in respect of the Common Shares of such issuer subject to purchase upon exercise of outstanding Rights. (c) The Company shall not enter into any transaction of the kind referred to in Section 13(a) if at the time of or immediately after such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges, or consolidations or sales or other transfers described in the foregoing subsection (a). (d) In the event the Company shall effect a Holding Company Reorganization, (i) the applicable New Holding Company shall thereafter be liable for, and shall assume, by virtue of such Holding Company Reorganization, all the obligations and duties of the Company pursuant to this Agreement; (ii) the term “Company” shall thereafter be deemed to refer to such New Holding Company; and (iii) such New Holding Company shall take such steps (including, but not limited to, the reservation of a sufficient number 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 to the shares of capital stock of such New Holding Company, as nearly as reasonably may be, in relation to the Common Shares of the Company and the Preferred 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, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person and Interested Stockholder, or if in such merger or consolidation all holders of Common Shares are not treated alike, (y) the Company shall not be the continuing or surviving corporation of such consolidation or merger, (b) any Person shall consolidate with, or merge with and into the Company with, any Interested Stockholder or, if in such merger or consolidation all holders of Common Shares are not treated alike, and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such a case of any transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the Common Stock shall be changed securities generally entitled to vote in the election of directors (“votingsecurities”) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person (the surviving entity) all of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the Company) holders of such securities not having changed as a result of such merger or cash or any other propertyconsolidation), or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person Interested Stockholder or Persons or, if in such transaction all holders of Common Shares are not treated alike (other than the Company or any Subsidiary of its wholly-owned Subsidiariesthe Company in one or more transactions each of which does not violate Section 11(o) hereof), then, and in each such case (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price Price, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares Common Shares of common stock the Principal Party (as hereinafter defined), not subject to any liens, encumbrances, rights of such first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock 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 stock Common Shares of such other Person Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Shares) 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person becomes an Acquiring Person, (a) the Company Corporation shall consolidate with, or merge with and into, any other Person and in a transaction in which the Company shall Corporation is not be the continuing or surviving corporation of such consolidation merger or mergerconsolidation, (b) any Person shall consolidate withwith the Corporation, or merge with and into the Company Corporation and the Company Corporation shall be the continuing or surviving corporation of such merger or consolidation or merger and, in connection with such consolidation merger or mergerconsolidation, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the CompanyCorporation) or cash or any other property, or (c) the Company Corporation shall sell or otherwise transfer (or one (1) or more of its Subsidiaries shall sell or otherwise transfer), in one (1) or more transactions, assets or earning power aggregating fifty percent (50% %) or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company Corporation or any one (1) or more of its wholly-owned SubsidiariesSubsidiaries (each, a “Business Combination”), then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein, and other than Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths (1/1,000ths) of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company Corporation as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths (1/1,000ths) of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) fifty percent (50% %) of the then current per share market price of the common stock of such other Person Common Shares (determined pursuant to Section 11(d) hereof) of such other Person (including the Corporation as successor thereto or as the surviving corporation) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "Company" “Corporation” shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Shares) 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Corporation shall not consummate any such consolidation, merger, sale or transfer unless, prior thereto, the Corporation and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Corporation shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements that, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall effect a share exchange, consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation Person of such share exchange, consolidation or merger and, in connection with such share exchange, consolidation or merger, all or part of the Common Stock Shares of the Company shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporationPerson) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof)) on the date of consummation of such share exchange, consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such share exchange, 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares Common Shares of its common stock the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such share exchange, consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges, or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (ai) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (bii) any Person shall effect a share exchange, consolidate withwith the Company, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger (and, in connection with such consolidation or merger, all or part of the Common Stock Shares of the Company shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property), or (ciii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (iA) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then then-current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, paid and non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) (such “issuer”) as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B2) 50% of the then current per share market price of the common stock Common Shares of such other Person issuer (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (iiB) the such issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "“Company" ” shall thereafter be deemed to refer to such issuer; and (ivD) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares Common Shares of its common stock the Company thereafter deliverable upon the exercise of the Rights. (b) The Company shall not consummate any such consolidation, merger, sale or transfer described in the foregoing subsection (a) unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing and further providing that, as soon as practicable after executing such agreement pursuant to this Section 13, such issuer will: (i) prepare and file a registration statement under the Securities Act, if necessary, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing and use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Final Expiration Date, and similarly comply with applicable state securities laws; (ii) use its best efforts, if the Common Shares of such issuer shall be listed or admitted to trading on NASDAQ or on another national securities exchange, to list or admit to trading (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on NASDAQ or such securities exchange, or, if the Common Shares of such issuer shall not be listed or admitted to trading on NASDAQ or a national securities exchange, to cause the Rights and the securities receivable upon exercise of the Rights to be reported by such other system then in use; (iii) deliver to holders of the Rights historical financial statements for such issuer which comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act; and (iv) obtain waivers of any rights of first refusal or preemptive rights in respect of the Common Shares of such issuer subject to purchase upon exercise of outstanding Rights. (c) The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of or immediately after such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges, or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall effect a share exchange, consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation share exchange or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell sell, pledge or otherwise transfer (or one or more of its Subsidiaries shall sell sell, pledge or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the price per Right so payable and the number of Common Shares so receivable upon exercise of a Right shall thereafter be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events covered thereby occurring in respect of such Common Shares of such other Person after the occurrence of such merger, consolidation, sale, exchange, mortgage or other transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges, or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall effect a share exchange, consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger and, in connection with such share exchange, consolidation or merger, all or part of the Common Stock Shares of the Company shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof 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 AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof)) on the date of consummation of such share exchange, consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such share exchange, 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares Common Shares of its common stock the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such share exchange, consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges, or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (by) any Person shall consolidate with, or merge with and into or into, the Company 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 the Company) or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of its wholly-owned Subsidiariesthe Company), then, and in each such case case, proper provision shall be made so that that: (i) each holder of a Right (except as otherwise provided herein) Right, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradable tradeable shares of common stock Common Stock of such the Principal Party (as hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the then number of one one-thousandths hundredth of a share of Preferred Stock for which a Right is then exercisable (without giving effect to the occurrence, if any, of any transaction described in Section 11(a)(ii) hereof) and (2) dividing that product by (B) 50% of the then current per share market price of the common stock of such other Person (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 transfer; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Stock) 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 bebe possible, in relation to the its shares of its common stock Common Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following at any time after a Person becomes an Acquiring Person (other than a subsidiary of the Shares Acquisition DateCompany), directly or indirectly, (ai) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (bii) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (ciii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (iA) each holder of a Right (except as otherwise provided herein) 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 Common Shares for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Common Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Common Shares for which a Right is then exercisable and dividing that product by (By) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (iiB) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "CompanyCOMPANY" shall thereafter be deemed to refer to such issuer; and (ivD) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that it shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. For purposes hereof, the "EARNING POWER" of the Company and its Subsidiaries shall be determined in good faith by the Company's Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the Company or any Subsidiary).

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly, at any time after an Acquiring Person has become such, (ai) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, , (bii) any Person other Person(s) shall consolidate with, or merge with and into the Company and Company, the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person (or the Company) or cash or any other property, or or (ciii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more than 50 percent of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons Person, (other than a pro rata distribution by the Company of assets (including securities) of the Company or any of its wholly-owned SubsidiariesSubsidiaries to all holders of the Company's Common Stock), then, on and after the later of (I) the date of the occurrence of an event described in each such case clause (i), (ii) or (iii) of this Section 13(a), or (II) the date of the expiration of the period within which the Rights may be redeemed pursuant to Section 23 (as the same may have been amended as provided in Section 26): (A) proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this AgreementPrice, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock of such other Person (including the Company as successor thereto or as the surviving corporation) Principal Party as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Units for which a Right is then exercisable and dividing that product by (By) 50% 50 percent of the then current market price per share market price of the common stock of such other Person the Principal Party (determined pursuant to in the same manner as the current market price of Common Stock is determined under Section 11(d) hereof)) on the date of consummation of such consolidation, merger, sale or transfer; ; (iiB) the issuer of such common stock 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; , and proper provision shall be made for the foregoing, provided that the Principal Party shall, prior to the first occurrence of an event described in clause (i), (ii) or (iii) of this Section 13(a), have caused to be reserved out of its authorized and unissued shares of common stock (or its authorized and issued shares of common stock held in its treasury), for issuance pursuant to this Agreement, the number of shares of common stock that will be sufficient to permit the exercise in full of the Rights after the occurrence of such event; (C) the term "Company" wherever used in this Agreement shall thereafter be deemed to refer to such issuerPrincipal Party; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common stock thereafter deliverable upon the exercise of the Rights.and

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Share Acquisition Date, directly or indirectly, , (ai) the Company shall consolidate with, or merge with and or into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, , (bii) any Person shall consolidate withwith the Company, or merge with and or into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the shares of Common Stock shall be changed converted into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or or (ciii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% fifty percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its wholly-owned Subsidiaries, Persons; then, and in each such case case, proper provision shall be made so that that: (iA) except as provided below, each holder of a Right (except as otherwise provided hereinother than such holders whose Rights have become null and void and nontransferable pursuant to Section 7(e)) shall no longer have the right to receive shares of Preferred Stock upon exercise, but shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this AgreementAgreement at an exercise price per Right equal to the product of the then current Purchase Price multiplied by the then number of one one-hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the Share Acquisition Date, in lieu of shares of Preferred Stock, such number of validly authorized and issued, fully paid, non-assessable nonassessable and freely tradable tradeable shares of common stock Common Stock of such the Principal Party, free and clear of any liens, encumbrances, rights of first refusal, transfer restrictions and other Person (including the Company as successor thereto or as the surviving corporation) adverse claims and not subject to any rights of call, as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right is then was exercisable immediately prior to the Share Acquisition Date and (y) dividing that product by (B) 50% fifty percent of the then current per share market price of the common stock of such other Person (determined pursuant to Section 11(d11(d)(i)) hereof) of the shares of Common Stock of such Principal Party on the date of the consummation of such consolidation, merger, sale or transfer; (iiB) the issuer of such common stock 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 issuerPrincipal Party; and (ivD) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its common stock in accordance with Common Stock to permit the exercise of all outstanding Rights (other than Rights which have become null and void and nontransferable pursuant to Section 9 hereof7(e)) 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 bebe possible, in relation to the shares of its common stock Common Stock thereafter deliverable upon the exercise of the Rights; and (E) the provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any such consolidation, merger, sale or transfer. (b) The Company shall not consummate any such consolidation, merger, sale or transfer unless the Principal Party shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13, and unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in Section 13(a) and further providing that the Principal Party will: (i) (A) file on an appropriate form, as soon as practicable following the execution of such agreement, a registration statement under the Act with respect to the Common Stock that may be acquired upon exercise of the Rights, (B) cause such registration statement to remain effective (and to include a prospectus complying with the requirements of the Act) until the Expiration Date, and (C) as soon as practicable following the execution of such agreement, take such action as may be required to ensure that any acquisition of such Common Stock upon the exercise of the Rights complies with any applicable state security or "blue sky" laws; and (ii) 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 under the Exchange Act. (c) In case the Principal Party which is to be a party to a transaction referred to in this Section 13 has a provision in any of its authorized securities or in its certificate of incorporation or by-laws or other instruments governing its corporate affairs, which provision would have the effect of (i) causing such Principal Party to issue, in connection with or as a consequence of, the consummation of a transaction referred to in this Section 13, shares of Common Stock of such Principal Party at less than the then current market price per share (determined pursuant to Section 11(d)(i)) or securities exercisable for, or convertible into, Common Stock of such Principal Party at less than such then current market price (other than to holders of Rights pursuant to this Section 13) or (ii) providing for any special payment, tax or similar provisions in connection with the issuance of the Common Stock of such Principal Party pursuant to the provisions of this Section 13; then, in such event, the Company shall not consummate any such transaction unless prior thereto the Company and such Principal Party shall have executed and delivered to the Rights Agent a supplemental agreement providing that the provision in question of such Principal Party shall have been cancelled, waived or amended, or that the authorized securities shall be redeemed, so that the applicable provision will have no effect in connection with, or as a consequence of, the consummation of the proposed transaction. (d) The provisions of this Section 13 shall similarly apply to successive consolidations or mergers or sales or other transfers. In the event that any consolidation, merger, sale or transfer described in Section 13(a) shall occur at any time after the occurrence of any transaction described in Section 11(a)(ii), the Rights which have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a).

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Date, directly or indirectly, (a) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company in a transaction not prohibited by Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (b) any Person (other than a Subsidiary of the Company in a transaction not prohibited by Section 11(o) hereof) shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell sell, mortgage, license or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the value of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned SubsidiariesSubsidiaries in one or more transactions not prohibited by Section 11(o) hereof), then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Series A Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Series A Preferred Shares, such number of validly authorized and issued, fully paid, paid and non-assessable and assessable, freely tradable shares of common stock tradeable Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) ), free and clear of rights of call or first refusal, liens, 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-thousandths hundredths of a share of Series A Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale sale, mortgage, license 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale, mortgage, license or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not, at any time after the Distribution Date, enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales, mortgages, licenses or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person in a transaction not approved in advance by the Company's Board of Directors, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (by) any Person shall consolidate with, or merge with and into or into, the Company in a transaction not approved in advance by the Company's Board of Directors, 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 the Company) or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more transactionsa series of related transactions in a transaction not approved in advance by the Company's Board of Directors, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its wholly-owned SubsidiariesPersons, then, and in each such case case, the Company and the Principal Party (as such term is herein defined) and its Affiliates and Associates shall make proper provision shall be made so that that: (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable nonassessable and freely tradable transferable shares of common stock Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by multiplying (A1) multiplying the product of the then current Purchase Price divided by the number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable by (B) 50% of the then current per share market price of the common stock of such other Person (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 consolidationSection 13 Event by (2) the number of shares of Common Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, mergerif a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, sale multiplying the number of such shares (or transferfraction thereof) for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event); (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Stock) in connection with the consummation of any such consummation transactions as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of its common stock Common 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, following the Shares Stock Acquisition Date, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (by) any Person shall consolidate with, or merge with and into or into, the Company 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 the Company) or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of its wholly-owned Subsidiariesthe Company), then, and in each such case case, proper provision shall be made so that that: (i) following the Distribution Date, each holder of a Right (except as otherwise provided herein) Right, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradable tradeable shares of common stock Common Stock of such the Principal Party (as hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the then number of one one-thousandths shares of a share of Preferred Common Stock for which a Right is then exercisable (without giving effect to the occurrence, if any, of any transaction described in Section 11(a)(ii) hereof) and (2) dividing that product by (B) 50% of the then current per share market price of the common stock of such other Person (determined pursuant to 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 transfer; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Stock) 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 bebe possible, in relation to the its shares of its common stock Common Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event (a "Section 13 Event") that, following on or after the Shares Stock Acquisition Date, directly or indirectly, (ax) the Company shall consolidate or otherwise combine with, or merge with and or into, any other Person or Persons (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 consolidation, combination or merger, (by) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section ll(o) hereof) shall consolidate or combine with, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation consolidation, combination or merger and, in connection with such consolidation consolidation, combination or merger, all or part of the outstanding shares of Common Stock of the Company shall be changed into or exchanged for stock or other securities of any other Person (or the Company) Persons or cash or any other property, property or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o) hereof); provided, however, that this clause (z) of Section 13(a) shall not apply to the pro rata distribution by the Company of assets (including securities) of the Company or any of its wholly-owned Subsidiaries, Subsidiaries to all holders of the Company's Common Stock; then, and in each such case (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable nonassessable and freely tradable tradeable shares of common stock Common Stock of such the Principal Party, not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-thousandths shares of a share of Preferred Common Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of shares of Common Stock 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 (B2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the then current Current Market Price per share market price of the common stock Common Stock of such other Person (determined pursuant to Section 11(d) hereof) Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Stock) 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 the its shares of its common stock Common 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, following the Shares Acquisition Date, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (by) any Person shall consolidate with, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, and in connection with such consolidation or merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-wholly owned Subsidiaries), then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided hereinin Section 7(e)) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly issued, fully paid, non-assessable nonassessable and freely tradable shares of common stock Common Stock of such the Principal Party (as hereinafter defined) , not subject to any liens, encumbrances, rights of call or first refusal, or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price for a full share of Common Stock by the number of one one-thousandths shares of a share of Preferred Common Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such shares for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price for a full share of Common Stock in effect immediately prior to such first occurrence), and 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 (B2) 50% of the then current Current Market Price per share market price of the common stock Common Stock of such other Person Principal Party (determined pursuant to in the manner described in Section 11(d) hereof)) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock 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 issuer; and Principal Party, it being specifically intended that the provisions of Section 11 shall thereafter apply to such Principal Party, (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock Common Stock 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 the shares of its common stock Common 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, following the Shares at any time after a Stock Acquisition Date, directly or indirectly, , (ai) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, , (bii) any Person other Person(s) shall consolidate with, or merge with and into the Company and Company, the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of the Company or of any other Person (or the Company) or cash or any other property, or or (ciii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more than 50 percent of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons Person, (other than a pro rata distribution by the Company of assets (including securities) of the Company or any of its wholly-owned SubsidiariesSubsidiaries to all holders of the Company's Common Stock), then, on and after the later of (I) the date of the occurrence of an event described in each such case clause (i), (ii) or (iii) of this Section 13(a), or (II) the date of the expiration of the period within which the Rights may be redeemed pursuant to Section 23 (as the same may have been amended as provided in Section 26) (A) proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock of such other Person (including the Company as successor thereto or as the surviving corporation) Principal Party as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Units for which a Right is then exercisable and dividing that product by (By) 50% 50 percent of the then current market price per share market price of the common stock of such other Person the Principal Party (determined pursuant to in the same manner as the current market price of Common Stock is determined under Section 11(d) hereof)) on the date of consummation of such consolidation, merger, sale or transfer; ; (iiB) the issuer of such common stock 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; , and proper provision shall be made for the foregoing, provided that the Principal Party shall, prior to the first occurrence of an event described in clause (i), (ii) or (iii) of this Section 13(a), have caused to be reserved out of its authorized and unissued shares of common stock (or its authorized and issued shares of common stock held in its treasury), for issuance pursuant to this Agreement, the number of shares of common stock that will be sufficient to permit the exercise in full of the Rights after the occurrence of such event; (C) the term "Company" wherever used in this Agreement shall thereafter hereafter be deemed to refer to such issuerPrincipal Party; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common stock thereafter deliverable upon the exercise of the Rights.and

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Date, directly or indirectly, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price in accordance with the terms of this AgreementAgreement and in lieu of such number of shares of Preferred Stock for which a Right is then exercisable, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one onefour-thousandths hundredths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (B) 50% of the then current market price per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that it shall not consummate any such consolidation, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, (a) the Company Corporation shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall consolidate withwith the Corporation, or merge with and into the Company Corporation and the Company Corporation shall be the continuing or surviving corporation of such merger or consolidation or merger and, in connection with such consolidation merger or mergerconsolidation, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the CompanyCorporation) or cash or any other property, or (c) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power (including without limitation securities creating any obligation on the part of the Corporation and/or any of its Subsidiaries) aggregating 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) outside the ordinary course of business to any other Person or Persons (other than the Company Corporation or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this AgreementAgreement and in lieu of Common Shares of the Corporation, such number of validly authorized and issued, fully paid, non-assessable nonassessable and freely tradable shares of common stock tradeable Common Shares of such other Person (including the Company Corporation as successor thereto or as the surviving corporation) ), free and clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or first refusal, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock 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 stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer Issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" shall thereafter be deemed to refer to such issuerIssuer; and (iv) such issuer Issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Shares) 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights.. For purposes of this Section 13, "Issuer" shall mean (x) in the case of any event described in Sections 13(a) or (b) above, the Person that is the continuing, surviving, resulting or acquiring Person (including the Corporation as the continuing or surviving corporation of a transaction described in Section 13(b) above), and (y) in the case of any event described in Section 13(c) 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 Corporation 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 Securities Exchange Act of 1934, as amended, 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" shall mean 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" shall mean 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 events listed above is not a corporation or other legal entity having outstanding equity securities, then, and in each such case, (i) 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 shall 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 (ii) if there is no such corporation or other legal entity having outstanding equity securities, (Y) proper provision shall be made so that the Issuer shall create or otherwise make available for purposes of the exercise of the Rights in accordance with the terms of this Agreement, a type or types 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 (Z) all other provisions of this Agreement shall apply to the issuer of such securities as if such securities were Common Shares. The Corporation shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Issuer shall have a sufficient number of authorized Common Shares (or other securities as contemplated above) which have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 13 and unless prior to such consummation the Corporation and such Issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in this Section 13 and further providing that as soon as practicable after the consummation of any such consolidation, merger, sale or transfer, the Issuer will:

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person Person, or the Company shall divide into two or more corporations (Persons) and the Company shall not be survive the continuing or surviving corporation of such consolidation or mergerdivision, (b) any Person shall consolidate withwith the Company, or merge with and into the Company, or the Company shall divide, and the Company shall be the continuing or surviving corporation of such consolidation merger or merger division and, in connection with such consolidation merger or mergerdivision, all or part of the Common Stock Shares shall be changed into or exchanged for or shall receive as a distribution thereon stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, division, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, division, 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares Common Shares of its common stock the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or divisions or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that(a) If, following the Shares Acquisition Distribution Date, directly or indirectly, : (ai) the The Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, ; (bii) any Any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, ; (iii) Any Person shall acquire all or a majority of the Common Shares pursuant to a statutory plan of exchange; or (civ) the The Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that that: (iA) each Each holder of a Right (except as otherwise provided herein) 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 AgreementAgreement and in lieu of Preferred Shares, such number of validly issuedCommon Shares of the Principal Party (as hereinafter defined), fully paidnot subject to any liens, non-assessable and freely tradable shares encumbrances, rights of common stock of such first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B2) 50% of the then current per share market price of the common stock of such other Person Common Shares (determined pursuant to Section 11(d) hereof) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; ; (iiB) the issuer of such common stock 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 The term "“Company" ” shall thereafter be deemed to refer to such issuer; and Principal Party, it being specifically intended that the provisions of Section 11 shall apply only to such Principal Party after the first occurrence of an event described in this Section 13(a); (ivD) such issuer Such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights; and (E) The provisions of Section 11(a)(ii) shall be of no further effect following the first occurrence of any event described in this Section 13(a).

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall effect a share exchange, consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger and, in connection with such share exchange, consolidation or merger, all or part of the Common Stock Shares of the Company shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to four times the then current Purchase Price per full Common Share multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Common Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying four times the then current Purchase Price per full Common Share by the number of one one-thousandths of a share of Preferred Stock Common Shares for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof)) on the date of consummation of such share exchange, consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such share exchange, 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares Common Shares of its common stock the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such share exchange, consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges, or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall effect a share exchange, consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation share exchange or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, paid and non-assessable and freely tradable shares of common stock tradeable Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) (such “issuer”) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person issuer (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the such issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares Common Shares of its common stock the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing and further providing that, as soon as practicable after executing such agreement pursuant to this Section 13, such issuer will: (a) prepare and file a registration statement under the Securities Act, if necessary, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing and use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Final Expiration Date, and similarly comply with applicable state securities laws; (b) use its best efforts, if the Common Shares of such issuer shall be listed or admitted to trading on the NYSE or on another national securities exchange, to list or admit to trading (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on the NYSE or such securities exchange, or, if the Common Shares of such issuer shall not be listed or admitted to trading on the NYSE or a national securities exchange, to cause the Rights and the securities receivable upon exercise of the Rights to be reported by such other system then in use; (c) deliver to holders of the Rights historical financial statements for such issuer which comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act; and (d) obtain waivers of any rights of first refusal or preemptive rights in respect of the Common Shares of such issuer subject to purchase upon exercise of outstanding Rights. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of or immediately after such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges, or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following from and after the Shares Acquisition Datetime an Acquiring Person has become such, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (by) any Person shall consolidate with, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger merger, or the Company shall be party to a share exchange, and, in connection with such consolidation or mergermerger or share exchange, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person (or the Company) or cash or any other property, or (cz) the Company shall sell sell, lease or otherwise transfer (or one or more of its Subsidiaries shall sell sell, lease 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 and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any wholly owned Subsidiary of its wholly-owned Subsidiariesthe Company or any combination thereof in one or more transactions each of which complies (and all of which together comply) with Section 11(o) hereof), then, and in each such case (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (i) the Purchase Price shall be adjusted to be the Purchase Price immediately prior to the first occurrence of a Triggering Event multiplied by the number of Fractional Shares of Preferred Stock for which a Right was exercisable immediately prior to such first occurrence; (ii) on and after the Distribution Date, each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of shares of Preferred Stock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable nonassessable and freely tradable tradeable shares of common stock Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) 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-thousandths of a share of Preferred Stock for which a Right is then exercisable by (B) 50% of the then current Current Market Price per share market price of the common stock Common Stock of such other Person (determined pursuant to Section 11(d) hereof) Principal Party on the date of consummation of such consolidationFlip-Over Event; PROVIDED that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence of a Triggering Event or after the date of such Flip- Over Event, merger, sale or transferas applicable; (iiiii) the issuer of such common stock 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 Agreement; (iiiiv) the term "Company" shall thereafter be deemed to refer to such issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-Over Event; and (ivv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Stock) 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 the its shares of its common stock Common Stock thereafter deliverable upon the exercise of the Rights; and (vi) the provisions of Section 11(a)(ii) hereof shall be of no effect following the occurrence of any Flip-Over Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (b) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person Person, or Persons (group of related Persons, other than the Company or any one or more of its wholly-wholly owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof 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 AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price Current Per Share Market Price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, 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, (by) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with, or merge with and into or into, the Company 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 the Company) or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), ) in one transaction or more a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of its wholly-owned Subsidiariesthe Company in one or more transactions each of which complies with Section 11(o) hereof), then, and in each such case case, proper provision provisions shall be made so that that: (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price thereof, in accordance with the terms of this AgreementRights Plan, such number of duly and validly authorized and issued, fully paid, non-assessable nonassessable and freely tradable tradeable shares of common stock Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-thousandths shares of a share of Preferred Common Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event, and dividing that product (which product, following the first occurrence of a Section 13 Event, shall be the aggregate "Purchase Price" for all the securities that may be purchased pursuant to the Right upon the adjustment pursuant to this clause (i) and for all purposes of this Rights Plan) by (B2) 50% of the then current per share market price of the common stock of such other Person (determined pursuant to 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; (ii) such Principal Party (I.E., the issuer of such common stock shares) shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common stock 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, following the Shares Stock Acquisition Date, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (by) any Person shall consolidate with, or merge with and into or into, the Company 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 the Company) or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of its wholly-owned Subsidiariesthe Company), then, and in each such case case, proper provision shall be made so that that: (i) following the Distribution Date, each holder of a Right (except as otherwise provided herein) Right, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradable tradeable shares of common stock Common Stock of such the Principal Party (as hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the then number of one one-thousandths shares of a share of Preferred Common Stock for which a Right is then exercisable (without giving effect to the occurrence, if any, of any transaction described in Section 11(a)(ii) hereof) and (2) dividing that product by (B) 50% of the then current per share market price of the common stock of such other Person (determined pursuant to Section 11(d) 18 hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Stock) 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 bebe possible, in relation to the its shares of its common stock Common Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Date, directly or indirectly, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (b) any Person shall consolidate with, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its wholly-owned Subsidiaries, then, and in each such case proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, to the reservation of a sufficient number of shares of its common stock 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 the shares Common Shares of its common stock the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In Except for any transaction approved by the event thatBoard of Directors (including approval by a majority of the Continuing Directors), following in the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, property or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that that (i) each holder of a Right (except as otherwise provided herein) 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 AgreementRights Agreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; ; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common 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, directly or indirectly, (ax) 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 and Person, (y) the Company shall not be the continuing or surviving corporation of such consolidation or merger, (b) any Person shall consolidate with, or merge with and into the Company with, any Interested Stockholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such a case of any transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the Common Stock shall be changed securities generally entitled to vote in the election of directors ("voting securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person (the surviving entity) all of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the Company) holders of such securities not having changed as a result of such merger or cash or any other propertyconsolidation), or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more 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 or Persons (other than the Company or any Subsidiary of its wholly-owned Subsidiariesthe Company in one or more transactions each of which does not violate Section 11(n) hereof), then, and in each such case (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price Price, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock of such the Principal Party (as hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii)) and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Shares) 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 the shares of its common stock 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 Share Acquisition Date, directly or indirectly, : (ai) the Company shall consolidate with, or merge with and or into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, ; or (bii) any Person shall consolidate withwith the Company, or merge with and or into the Company and the Company shall be the continuing or surviving corporation of such merger or consolidation or merger and, in connection with such consolidation merger or mergerconsolidation, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or ; or (ciii) the Company shall be a party to any statutory share exchange with any other Person; or (iv) the Company, directly or indirectly, shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets assets, cash flow 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% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one of its wholly-wholly owned Subsidiaries, ; then, and in each such case case, proper provision shall 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 Triggering Event, (iA) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this AgreementAgreement at an exercise price per Right equal to the product of the then-current Purchase Price multiplied by the number of Common Shares for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event, such number of duly authorized, validly issued, fully paid, non-assessable nonassessable and freely tradable shares Common Shares of common stock the Issuer, free and clear of such any liens, encumbrances and other Person (including the Company as successor thereto adverse claims and not subject to any rights of call or as the surviving corporation) first refusal, as shall be equal to the result obtained by (Ax) multiplying the then then-current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Common Shares for which a Right is then exercisable immediately prior to the first occurrence of a Triggering Event and dividing that product by (By) 50% of the then current per share market price of the common stock Common Shares of such other Person the Issuer (determined pursuant to Section 11(d) hereof) ), on the date of consummation of such consolidation, merger, sale or transferFlip-over Event; (iiB) the issuer of such common stock Issuer shall thereafter be liable for, and shall assume, by virtue of the consummation 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 thereafter be deemed to refer to such issuerthe Issuer; and (ivD) such issuer the Issuer shall take such steps (including, but not limited towithout limitation, the reservation of a sufficient number of shares its Common Shares to permit the exercise of its common stock in accordance with Section 9 hereofall outstanding Rights) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may bebe possible, in relation to the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. (b) For purposes of this Section 13, “Issuer” shall mean (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), (ii) in the case of any Flip-over Event described in Section 13(a)(iii) above, the Person acquiring the securities of the shareholders of the Company in such exchange and (iii) in the case of any Flip-over Event described in Section 13(a)(iv) 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” shall mean 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 shall mean 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 shall 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 shall be made so that the Issuer shall create or otherwise make 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 shall 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 the event that, on or following the Shares Acquisition Date, directly or indirectly, (ax) the Company Corporation shall consolidate with, or merge with and into, any Interested Shareholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (by) any Person the Corporation shall consolidate with, or merge with and into the Company with, any Interested Shareholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such a case of any transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the Common Stock shall be changed securities generally entitled to vote in the election of directors ("voting securities") of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person (the surviving entity) all of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation and the Company) holders of such securities not having changed as a result of such merger or cash or any other propertyconsolidation), or (cz) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to any Interested Shareholder or Shareholders or, if in such transaction all holders of Common Stock are not treated alike, any other Person or Persons (other than the Company Corporation or any Subsidiary of its wholly-owned Subsidiariesthe Corporation in one or more transactions each of which does not violate Section 11(n) hereof), then, and in each such case (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price Price, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares Common Shares of common stock the Principal Party (as hereinafter defined), not subject to any liens, encumbrances, rights of such first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii)) and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Shares) 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, (a) the Company shall consolidate consolidates with, or merge merges with and into, any other Person and (except for a merger with a wholly-owned subsidiary of the Company shall not be for purposes of effecting a change in the continuing or surviving corporation Company’s state of such consolidation or mergerincorporation), (b) any Person shall consolidate withconsolidates with the Company, or merge merges with and into the Company and the Company shall be is the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock shall be Shares are changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell sells or otherwise transfer transfers (or one or more of its Subsidiaries shall sell sells or otherwise transfertransfers), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-wholly owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof 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 was exercisable immediately prior to the occurrence of any event referenced in clauses (a) through (c) above, in accordance with the terms of this AgreementAgreement and in lieu of the Preferred Shares for which the Right was otherwise exercisable, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then was exercisable by immediately prior to the occurrence of any event referenced in clauses (a) through (c) above and (B) dividing that product by 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock Common Shares in accordance with Section 9 hereof) 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 be, in relation to the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements that, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following from and after the Shares Acquisition Datetime an Acquiring Person has become such, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person Person, and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (by) any Person shall consolidate with, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger merger, or the Company shall be party to a share exchange, and, in connection with such consolidation or mergermerger or share exchange, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of the Company or any other Person (or the Company) or cash or any other property, or (cz) the Company shall sell sell, lease or otherwise transfer (or one or more of its Subsidiaries shall sell sell, lease 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 and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any wholly owned Subsidiary of its wholly-owned Subsidiariesthe Company or any combination thereof in one or more transactions each of which complies (and all of which together comply) with Section 11(o) hereof), then, and in each such case (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (i) the Purchase Price shall be adjusted to be the Purchase Price immediately prior to the first occurrence of a Triggering Event multiplied by the number of Fractional Shares of $25 Preferred Stock for which a Right was exercisable immediately prior to such first occurrence; (ii) on and after the Distribution Date, each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of shares of $25 Preferred Stock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable nonassessable and freely tradable tradeable shares of common stock Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) 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-thousandths of a share of Preferred Stock for which a Right is then exercisable by (B) 50% of the then current Current Market Price per share market price of the common stock Common Stock of such other Person (determined pursuant to Section 11(d) hereof) Principal Party on the date of consummation of such consolidationFlip-Over Event; provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of such first occurrence of a Triggering Event or after the date of such Flip-Over Event, merger, sale or transferas applicable; (iiiii) the issuer of such common stock 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 Agreement; (iiiiv) the term "Company" shall thereafter be deemed to refer to such issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Flip-Over Event; and (ivv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Stock) 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 the its shares of its common stock Common Stock thereafter deliverable upon the exercise of the Rights; and (vi) the provisions of Section 11(a)(ii) hereof shall be of no effect following the occurrence of any Flip-Over Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly, indirectly (ax) the Company shall consolidate with, or merge with and into, any other Person and Interested Shareholder or, if in any such merger or consolidation holders of Common Shares of the Company shall are not be the continuing or surviving corporation of such consolidation or mergertreated alike, any other Person, (by) any Person the Company shall consolidate with, or merge with and into any Interested Shareholders or, if in any such merger or consolidation all holders of Common Shares of the Company are not treated alike, and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such the case of either transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the Common Stock shall be changed into or exchanged for stock or other voting power represented by the securities of any other Person the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the Companysurviving entity) all of the voting power represented by the securities of the Company or cash such surviving entity outstanding immediately after such merger or any other propertyconsolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (cz) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person Interested Shareholder or Persons (other than Shareholders or, if in any such transaction all holders of Common Shares of the Company or are not treated alike, any of its wholly-owned Subsidiariesother Person, then, and in each such case case, proper provision shall be made so that (i) following the Distribution Date, each holder of a Right (except as otherwise provided herein) Right, subject to Section 11(a)(iii), 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 five-hundredth of Preferred Share for which a Right is then exercisable in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and shares of freely tradable shares Common Shares of common stock the Principal Party (as hereinafter defined), free and clear of such liens, rights of call or first refusal, encumbrances or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one onefive-thousandths hundredth of a share of Preferred Stock 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 stock Common Shares of such other Person Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateat any time after a Person becomes an Acquiring Person, directly or indirectly, (ai) the Company shall consolidate or amalgamate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (bii) any Person shall consolidate withor amalgamate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation company of such consolidation consolidation, amalgamation or merger and, in connection with such consolidation consolidation, amalgamation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock shares or other securities of any other Person (or the Company) or cash or any other property, or (ciii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (iA) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the continuing or surviving corporationcompany) as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (By) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, amalgamation, merger, sale or transfer; (iiB) the issuer of such common stock Common Shares shall thereafter be liable for, and shall have been deemed to assume, by virtue and operation of such consolidation, amalgamation, 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 issuer; and (ivD) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock Common Shares in accordance with Section 9 hereof) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that it shall not consummate any such consolidation, amalgamation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or amalgamations or sales or other transfers. For purposes hereof, the “earning power” of the Company and its Subsidiaries shall be determined in good faith by the Company’s Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the Company or any Subsidiary).

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Distribution Date, directly or indirectly, (ai) the Company Corporation shall consolidate with, or merge with and into, any other Person Person, and the Company Corporation shall not be the continuing or surviving corporation of such consolidation or merger, (bii) any Person shall consolidate withwith the Corporation, or merge with and into the Company Corporation, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares of the Corporation shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (ciii) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Corporation's most recent regularly prepared financial statements) to any other Person or Persons (other than the Company Corporation or any Subsidiary of its wholly-owned Subsidiariesthe Corporation), then, and in each such case case, proper provision shall be made so that (i1) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then then-current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradable shares Common Shares of common stock the Principal Party (as hereinafter defined), not subject to any rights of such other Person (including the Company as successor thereto first refusal or as the surviving corporation) similar rights, as shall be equal to the result obtained by (Ax) multiplying the then then- current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable by (B) 50% or, if such Right is not currently exercisable for a number of Preferred Shares, the then current per share market price of the common stock number of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of fractional shares of its common 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 the shares of its common stock thereafter deliverable upon the exercise of the Rights.for which it

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing Person, or surviving corporation of such consolidation or merger, (b) any Person shall (x) consolidate withwith the Company, or (y) merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation merger, or merger consummate a share exchange with the Company, and, in connection with such consolidation merger or mergershare exchange, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof 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 AgreementRights Agreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, share exchange, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, share exchange, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, share exchange, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Share Acquisition Date, directly or indirectly, : (ai) the Company shall consolidate with, or merge with and or into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, ; or (bii) any Person shall consolidate withwith the Company, or merge with and or into the Company and the Company shall be the continuing or surviving corporation of such merger or consolidation or merger and, in connection with such consolidation merger or mergerconsolidation, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or ; or (ciii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating (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% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its wholly-owned SubsidiariesPersons, then, and in each such case case, proper provision shall be made so that (iA) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this AgreementAgreement at an exercise price per Right equal to the product of the then-current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right was exercisable immediately prior to the first occurrence of a Triggering Event, such number of validly authorized and issued, fully paid, non-assessable nonassessable and freely tradable shares tradeable Common Shares of common stock the Issuer, free and clear of such any liens, encumbrances and other Person (including the Company as successor thereto adverse claims and not subject to any rights of call or as the surviving corporation) first refusal, as shall be equal to the result obtained by (Ax) multiplying the then then-current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable immediately prior to the first occurrence of a Triggering Event and dividing that product by (By) 50% of the then current per share market price of the common stock Common Shares of such other Person the Issuer (determined pursuant to Section 11(d) hereof) ), on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common stock thereafter deliverable upon the exercise of the Rights.such

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following after the Shares Acquisition Distribution Date, directly or indirectly, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing an Acquiring Person, or surviving corporation an affiliate or associate of such consolidation or mergeran Acquiring Person, (b) any Person an Acquiring Person, or an affiliate or associate of an Acquiring Person, shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person an Acquiring Person, or Persons (other than the Company an affiliate or any associate of its wholly-owned Subsidiariesan Acquiring Person, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof 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 AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares Common Shares of common stock of such other the Person in the transaction (including the Company as successor thereto or as the surviving corporation) who is issuing the consideration with the greatest fair market value to the Company and its stockholders in connection with such transaction (the “Principal Issuer”) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person the Principal Issuer (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Principal Issuer 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 issuerthe Principal Issuer; and (iv) such issuer the Principal Issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that it shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and the Principal Issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that(a) If, following the Shares Acquisition Distribution Date, directly or indirectly, : (ai) the The Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, ; (bii) any Any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, ; (iii) Any Person shall acquire all or a majority of the Common Shares pursuant to a statutory plan of exchange; or (civ) the The Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that that: (iA) each Each holder of a Right (except as otherwise provided herein) 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 AgreementAgreement and in lieu of Preferred Shares, such number of validly issuedCommon Shares of the Principal Party (as hereinafter defined), fully paidnot subject to any liens, non-assessable and freely tradable shares encumbrances, rights of common stock of such first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B2) 50% of the then current per share market price of the common stock of such other Person Common Shares (determined pursuant to Section 11(d) hereof) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; ; (iiB) the issuer of such common stock 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 The term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (includingPrincipal Party, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure it being specifically intended that the provisions hereof of Section 11 shall thereafter be applicable, as nearly as reasonably may be, apply only to such Principal Party after the first occurrence of an event described in relation to the shares of its common stock thereafter deliverable upon the exercise of the Rights.this Section 13(a);

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In Except for any transaction approved by the event thatBoard of Directors (including approval by a majority of the Continuing Directors), following in the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, property or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that that (i) each holder of a Right (except as otherwise provided herein) 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 AgreementRights Agreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; ; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; ; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Distribution Date, directly or indirectly, (ai) the Company Corporation shall consolidate with, or merge with and into, any other Person Person, and the Company Corporation shall not be the continuing or surviving corporation of such consolidation or merger, (bii) any Person shall consolidate withwith the Corporation, or merge with and into the Company Corporation, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares of the Corporation shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (ciii) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Corporation's most recent regularly prepared financial statements) to any other Person or Persons (other than the Company Corporation or any Subsidiary of its wholly-owned Subsidiariesthe Corporation), then, and in each such case case, proper provision shall be made so that (i1) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then then-current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradable shares Common Shares of common stock the Principal Party (as hereinafter defined), not subject to any rights of such other Person (including the Company as successor thereto first refusal or as the surviving corporation) similar rights, as shall be equal to the result obtained by (Ax) multiplying the then then-current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable by (B) 50% or, if such Right is not currently exercisable for a number of Preferred Shares, the then current per share market price of the common stock number of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of fractional shares of its common 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 the shares of its common stock thereafter deliverable upon the exercise of the Rights.for which it

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In At any time after a Person has become an Acquiring Person, in the event that, following the Shares Acquisition Date, directly or indirectly, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets assets, cash flow or earning power aggregating 50% or more of the assets assets, cash flow or earning power power, as applicable, of the Company and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Company's most recent regularly prepared financial statements for the preceding 12-month period) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then was exercisable immediately prior to the occurrence of any such event and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares Common Shares of its common stock the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, Person, (b) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or , (c) the Company shall be a party to a Share Exchange immediately following which the Company is a Subsidiary of any other Person, or (d) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-wholly owned Subsidiaries, then, and in each such case case, proper provision shall be made so that that (i) each holder of a Right (except as otherwise provided herein) 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-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-one- thousandths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, Share Exchange, sale or transfer; ; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, Share Exchange, 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common stock thereafter deliverable upon the exercise of the Rights.;

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall effect a share exchange with, consolidate with, or merge with and into, or enter into a scheme of arrangement with or otherwise be acquired by, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall effect a share exchange with, consolidate with, or merge with and into, or enter into a scheme of arrangement with, the Company and the Company shall be the continuing or surviving corporation entity of such consolidation share exchange, consolidation, merger or merger scheme of arrangement and, in connection with such consolidation share exchange, consolidation, merger or mergerscheme of arrangement, all or part of the Common Stock Ordinary Shares shall be changed into or exchanged for stock shares or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of Ordinary Shares for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Ordinary Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Ordinary Shares of such other Person (including the Company as successor thereto or as the surviving corporationentity) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Ordinary Shares for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Ordinary Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, scheme of arrangement, sale or transfer; (ii) the issuer of such common stock Ordinary Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, scheme of arrangement, 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock Ordinary 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 the shares Ordinary Shares of its common stock the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, scheme of arrangement, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, schemes of arrangement, share exchanges, or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Distribution Date, directly or indirectly, indirectly (ax) 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 and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (by) any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate withwith the Company, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation entity of such consolidation or merger and(other than, in connection with such the case of either transaction described in (x) or (y), a merger or consolidation or merger, that would result in all or part of the Common Stock shall be changed into or exchanged for stock or other voting power represented by the securities of any other Person the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the Companysurviving entity) all of the voting power represented by the securities of the Company or cash such surviving entity outstanding immediately after such merger or any other propertyconsolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (cz) the Company shall sell or otherwise transfer (or one (1) or more of its Subsidiaries shall sell or otherwise transfer), in one (1) or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its 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 or Persons (other than the Company or any Subsidiary of its wholly-owned Subsidiaries, the Company in one (1) or more transactions each of which individually and all of which collectively do not violate Section 13(d) hereof) then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided hereinRight, subject 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 in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issuedfreely tradeable Common Shares of the Principal Party, fully paidfree and clear of liens, non-assessable and freely tradable shares rights of common stock of such call or first refusal, encumbrances or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock 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 stock Common Shares of such other Person Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Shares) 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that(a) If, following the Shares Acquisition Distribution Date, directly or indirectly, : (ai) the The Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or merger, ; (bii) any Any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, ; (iii) Any Person shall acquire all or a majority of the Common Shares pursuant to a statutory plan of exchange; or (civ) the The Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that that: (iA) each Each holder of a Right (except as otherwise provided herein) 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 AgreementAgreement and in lieu of Preferred Shares, such number of validly issuedCommon Shares of the Principal Party (as hereinafter defined), fully paidnot subject to any liens, non-assessable and freely tradable shares encumbrances, rights of common stock of such first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B2) 50% of the then current per share market price of the common stock of such other Person Common Shares (determined pursuant to Section 11(d) hereof) of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; ; (iiB) the issuer of such common stock 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common stock thereafter deliverable upon the exercise of the Rights.;

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event thatIf, following the Shares Acquisition Date, directly or indirectlyafter any Person shall become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other an Acquiring Person and the Company shall not be the continuing or surviving corporation an Affiliate or Associate of such consolidation or mergeran Acquiring Person, (b) any an Acquiring Person, or an Affiliate or Associate of an Acquiring Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other an Acquiring Person or Persons (other than the Company an Affiliate or any Associate of its wholly-owned Subsidiariesan Acquiring Person, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided hereinother than Rights which have become null and void) 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 AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares Common Shares of common stock of such other the Person in the transaction (including the Company as successor thereto or as the surviving corporation) who or which is issuing the consideration with the greatest fair market value to the Company and its stockholders in connection with such transaction (the "Principal Issuer") as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price Current Per Share Market Price of the common stock Common Shares of such other Person the Principal Issuer (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Principal Issuer 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common 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, directly or indirectly, (ax) 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 and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (by) any Person the Corporation shall consolidate with, or merge with and into the Company with, any Interested Stockholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such a case of any transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the Common Stock shall be changed securities generally entitled to vote in the election of directors ("Voting Securities") of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person (the surviving entity) all of the Voting Securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation and the Company) holders of such securities not having changed as a result of such merger or cash or any other propertyconsolidation), or (cz) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation 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 or Persons (other than the Company Corporation or any Subsidiary of its wholly-owned Subsidiariesthe Corporation in one or more transactions each of which does not violate Section 11(n) hereof), then, and in each such case (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price Price, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock of such the Principal Party (as hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii)) and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Shares) 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 the shares of its common stock 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 Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (ai) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (bii) any Person shall effect a share exchange, consolidate withwith the Company, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger (and, in connection with such consolidation or merger, all or part of the Common Stock Shares of the Company shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property), or (ciii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (iA) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then then-current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, paid and non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) (such “issuer”) as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B2) 50% of the then current per share market price of the common stock Common Shares of such other Person issuer (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (iiB) the such issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "“Company" ” shall thereafter be deemed to refer to such issuer; and (ivD) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares Common Shares of its common stock the Company thereafter deliverable upon the exercise of the Rights. (b) The Company shall not consummate any such consolidation, merger, sale or transfer described in the foregoing subsection (a) unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing and further providing that, as soon as practicable after executing such agreement pursuant to this Section 13, such issuer will: (i) prepare and file a registration statement under the Securities Act, if necessary, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing and use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Final Expiration Date, and similarly comply with applicable state securities laws; (ii) use its best efforts, if the Common Shares of such issuer shall be listed or admitted to trading on the NASDAQ Stock Market or on another national securities exchange, to list or admit to trading (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on the NASDAQ Stock Market or such securities exchange, or, if the Common Shares of such issuer shall not be listed or admitted to trading on the NASDAQ Stock Market or a national securities exchange, to cause the Rights and the securities receivable upon exercise of the Rights to be reported by such other system then in use; (iii) deliver to holders of the Rights historical financial statements for such issuer which comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act; and (iv) obtain waivers of any rights of first refusal or preemptive rights in respect of the Common Shares of such issuer subject to purchase upon exercise of outstanding Rights. (c) The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of or immediately after such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges, or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall effect a share exchange, consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation share exchange or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, paid and non-assessable and freely tradable shares of common stock tradeable Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) (such “issuer”) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person issuer (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the such issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares Common Shares of its common stock the Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless, prior thereto, the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing and further providing that, as soon as practicable after executing such agreement pursuant to this Section 13, such issuer will: (a) prepare and file a registration statement under the Securities Act, if necessary, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, use its best efforts to cause such registration statement to become effective as soon as practicable after such filing and use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Final Expiration Date, and similarly comply with applicable state securities laws; (b) use its best efforts, if the Common Shares of such issuer shall be listed or admitted to trading on the New York Stock Exchange or on another national securities exchange, to list or admit to trading (or continue the listing of) the Rights and the securities purchasable upon exercise of the Rights on the New York Stock Exchange or such securities exchange, or, if the Common Shares of such issuer shall not be listed or admitted to trading on the New York Stock Exchange or a national securities exchange, to cause the Rights and the securities receivable upon exercise of the Rights to be reported by such other system then in use; (c) deliver to holders of the Rights historical financial statements for such issuer which comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act; and (d) obtain waivers of any rights of first refusal or preemptive rights in respect of the Common Shares of such issuer subject to purchase upon exercise of outstanding Rights. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of or immediately after such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges, or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In Prior to the Redemption Date, in the event that, following the Shares Acquisition Date, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall consolidate withwith the Company, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation company of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock shares or other securities of any other Person (or the Company) or cash or any other property, property or (c) the Company shall sell sell, exchange, mortgage or otherwise transfer (or one or more of its Subsidiaries shall sell sell, exchange, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating fifty percent (50% %) or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-wholly owned Subsidiaries, then, and in each such case case, proper provision shall be made so that that: (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price per Right equal to the then then-current Purchase Price multiplied by the number of Common Shares for which a Right is then exercisable, in accordance with the terms of this AgreementRights Agreement and in lieu of Common Shares, such number of validly issued, fully paid, non-assessable nonassessable and freely tradable shares of common stock of such other Person (including the Company as successor thereto or as the surviving corporationcompany) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then then-current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Common Shares for which a Right is then exercisable and dividing that product by (B) fifty percent (50% %) of the then then-current per share market price of the common stock of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the price per Right so payable and the number of shares of common stock so receivable upon exercise of a Right shall thereafter be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events covered thereby occurring in respect of such shares of common stock of such other Person after the occurrence of such merger, consolidation, sale, exchange, mortgage or other transfer; (ii) the issuer of such common stock shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale sale, exchange, mortgage or other transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common stock thereafter deliverable upon the exercise of the Rights.;

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event (a "Section 13 Event") that, following on or after the Shares Stock Acquisition Date, directly or indirectly, (ax) the Company shall consolidate or otherwise combine with, or merge with and or into, any other Person or Persons (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 consolidation, combination or merger, (by) any Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section ll(o) hereof) shall consolidate or combine with, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation consolidation, combination or merger and, in connection with such consolidation consolidation, combination or merger, all or part of the outstanding shares of Common Stock of the Company shall be changed into or exchanged for stock or other securities of any other Person (or the Company) Persons or cash or any other property, property or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o) hereof); provided, however, that this clause (z) of Section 13(a) shall not apply to the pro rata distribution by the Company of assets (including securities) of the Company or any of its wholly-owned Subsidiaries, Subsidiaries to all holders of the Company's Common Stock; then, and in each such case (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that that: (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable nonassessable and freely tradable tradeable shares of common stock Common Stock of such the Principal Party, not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-hundredths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and (B2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the then current Current Market Price per share market price of the common stock Common Stock of such other Person (determined pursuant to Section 11(d) hereof) Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Stock) 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 the its shares of its common stock Common 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. In Except for any transaction approved by the event thatBoard of Directors prior to any person becoming an Acquiring Person, following in the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, property or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that that (i) each holder of a Right (except as otherwise provided herein) 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 AgreementRights Agreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; ; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common 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, directly or indirectly, (ax) the Company Corporation shall consolidate with, or merge with and into, any Interested Shareholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (by) any Person the Corporation shall consolidate with, or merge with and into the Company with, any Interested Shareholder or, if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such a case of any transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the Common Stock shall be changed securities generally entitled to vote in the election of directors ("voting securities") of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person (the surviving entity) all of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation and the Company) holders of such securities not having changed as a result of such merger or cash or any other propertyconsolidation), or (cz) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to any Interested Shareholder or Shareholders or, if in such transaction all holders of Common Stock are not treated alike, any other Person or Persons (other than the Company Corporation or any Subsidiary of its wholly-owned Subsidiariesthe Corporation in one or more transactions each of which does not violate Section 11(n) hereof), then, and in each such case (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price Price, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Stock, such number of validly issued, fully paid, non-assessable and freely tradable tradeable shares of common stock Common Stock of such the Principal Party (as hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii)) and dividing that product by (B) 50% of the then current per share market price of the common stock Common Stock of such other Person Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its common stock in accordance with Section 9 hereofCommon Stock) 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 the shares of its common stock Common Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, (a) at any time after a Person has become an Acquiring Person, the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof 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 AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Distribution Date, directly or indirectly, (ai) the Company Corporation shall consolidate with, or merge with and into, any other Person Person, and the Company Corporation shall not be the continuing or surviving corporation of such consolidation or merger, (bii) any Person shall consolidate withwith the Corporation, or merge with and into the Company Corporation, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares of the Corporation shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (ciii) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a wholewhole and calculated on the basis of the Corporation's most recent regularly prepared financial statements) to any other Person or Persons (other than the Company Corporation or any Subsidiary of its wholly-owned Subsidiariesthe Corporation), then, and in each such case case, proper provision shall be made so that (i1) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then then-current Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable nonassessable and freely tradable shares Common Shares of common stock the Principal Party (as hereinafter defined), not subject to any rights of such other Person (including the Company as successor thereto first refusal or as the surviving corporation) similar rights, as shall be equal to the result obtained by (Ax) multiplying the then then-current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable (or, if such Right is not currently exercisable for a number of Preferred Shares) the number of such fractional shares for which it was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event and dividing that product by (By) 50% of the then current per share market price of the common stock Common Shares of such other Person Principal Party (determined pursuant to Section 11(d11(d)(ii) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) provided that the issuer Purchase Price and the number of Common Shares of such common stock 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common stock thereafter deliverable Principal Party issuable upon the exercise of the Rights.each Right shall be further

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date, directly or indirectly, (ax) 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 Shares are not treated alike any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (by) any Person the Corporation shall consolidate with, or merge with and into the Company with, any Interested Stockholder or, if in such merger or consolidation all holders of Common Shares are not treated alike, any other Person, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such a case of any transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the Common Stock shall be changed securities generally entitled to vote in the election of directors ("voting securities") of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for stock or other securities of any other Person (the surviving entity) all of the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation and the Company) holders of such securities not having changed as a result of such merger or cash or any other propertyconsolidation), or (cz) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to any Interested Stockholder or Shareholders or, if in such transaction all holders of Common Stock are not treated alike, any other Person or Persons (other than the Company Corporation or any Subsidiary of its wholly-owned Subsidiariesthe Corporation in one or more transactions each of which does not violate Section 11(n) hereof), then, and in each such case (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price Price, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly issuedfreely tradeable Common Shares of the Principal Party (as hereinafter defined), fully paidnot subject to any liens, non-assessable and freely tradable shares encumbrances, rights of common stock of such first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii)) and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock in accordance with Section 9 hereofCommon Shares) 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following (a) If after the Shares Acquisition Date, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (by) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation entity of such consolidation merger or merger the Company shall be a party to a share exchange and, in connection with such consolidation consolidation, merger or mergershare exchange, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) , or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that that: (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid, non-assessable and freely tradable common shares of common stock the Principal Party, free and clear of such all liens, rights of call or first refusal, encumbrances or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable (or, if such Right is not then exercisable for a number of one one-thousandths of a Preferred Share, the number of such fractional shares for which it was exercisable immediately prior to an event described under Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the common stock shares of such other Person Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, or otherwise, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such issuerPrincipal Party; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the authorization and reservation of a sufficient number of shares of its common stock 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 the shares of its common stock shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following the Shares Acquisition Dateevent, directly or indirectly, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (iw) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at 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 AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (iix) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iiiy) the term "the Company" shall thereafter be deemed to refer to such issuer; and (ivz) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments, or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In Except for any transaction approved by the event thatBoard of Directors (including approval by a majority of the Continuing Directors), following in the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, property or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementRights Agreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock 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 the shares of its common stock Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Distribution Date, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (by) any Person shall consolidate withconsolidate, or merge with and into the Company and Company, the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its wholly-owned SubsidiariesPerson, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then then-current Purchase Price in accordance with the terms of this Agreement, such number of shares of validly issued, fully paid, non-assessable and freely tradable shares Common Stock of common stock the Principal Party (as hereinafter defined), not subject to any rights of such other Person (including the Company as successor thereto call or as the surviving corporation) first refusal, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the then number of one one-thousandths shares of a share of Preferred Common Stock for which a Right is then exercisable and dividing that product by (B2) 50% the current market price per share of the then current per share market price of the common stock Common Stock of such other Person Principal Party (determined pursuant to in the manner described in Section 11(d) hereof)) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock 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 issuerPrincipal Party, it being specifically intended that the provisions of section 11 hereof shall apply to such Principal Party; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock Common Stock 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 the shares of its common stock Common 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 of the transactions described in Section 13(a) hereof.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, but prior to the Final Expiration Date, (ai) the Company Corporation shall consolidate with, or merge with and into, any other Person and the Company shall not be the continuing or surviving corporation of such consolidation or mergerPerson, (bii) any Person shall consolidate withwith the Corporation, or merge with and into the Company Corporation and the Company Corporation shall be the continuing or surviving corporation of such merger or consolidation or merger and, in connection with such consolidation merger or mergerconsolidation, all or part of the issued and outstanding Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the CompanyCorporation) or cash or any other property, or (ciii) the Company Corporation shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company Corporation or any one or more of its wholly-owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (iA) each holder of a Right (except as otherwise provided herein, and other than Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 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 AgreementAgreement and in lieu of Preferred Shares, such number of validly issued, fully paid, non-assessable and freely tradable shares of common stock Successor Common Shares of such other Person (including the Company Corporation as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (By) 50% of the then current per share market price of the common stock Successor Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (iiB) the issuer of such common stock Successor Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iiiC) the term "Company" “Corporation” shall thereafter be deemed to refer to such issuer; and (ivD) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common stock Successor 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 the shares of its common stock Successor Common Shares thereafter deliverable upon the exercise of the Rights. The Corporation shall not consummate any such consolidation, merger, sale or transfer unless, prior thereto, the Corporation and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in this Section 13. The Corporation shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. (b) Once an event that triggers the provision of this Section 13 occurs, the Corporation, as soon as practicable, shall provide the Rights Agent with a certificate stating that the provisions of this Section 13 have been fulfilled. The Rights Agent shall have no obligation to perform under this Section 13 until it receives such certificate and may conclusively rely and be fully protected in conclusively relying upon such certificate of the Corporation stating that the provisions of this Section 13 have been fulfilled. Notwithstanding anything in this Agreement to the contrary, the prior written consent of the Rights Agent must be obtained in connection with any supplemental agreement which in any way alters the rights or duties of the Rights Agent.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event that, following from and after the Shares Acquisition Date, directly or indirectly, (a) the Company shall consolidate with, or merge with and into, into any other Person and (other than a Subsidiary of the Company shall not be the continuing or surviving corporation of such consolidation or mergerCompany), (b) any Person (other than a Subsidiary of the Company) shall consolidate withwith the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Stock Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any one of its wholly-wholly owned Subsidiaries, then, and in each such case case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this AgreementAgreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid, non-assessable and freely tradable shares of common stock of such other Person (including the Company as successor thereto or as the surviving corporation) Principal Issuer as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the common stock of such other Person the Principal Issuer (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such common stock Principal Issuer 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 issuerthe Principal Issuer; and (iv) such issuer the Principal Issuer shall take such steps (including, but not limited to, including the reservation of a sufficient number of shares of its common 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 the shares of its common stock thereafter deliverable upon the exercise of the Rights. The Company covenants and agrees that it shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and the Principal Issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the treatment described in this Section 13 and such other actions that the Board determines in good faith are necessary to give effect to the intent of this Agreement. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements that, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. For purposes hereof, the “earning power” of the Company and its Subsidiaries shall be determined in good faith by the Board on the basis of the operating earnings of each business operated by the Company and its Subsidiaries during the three fiscal years preceding the date of such determination (or, in the case of any business not operated by the Company or any Subsidiary during three full fiscal years preceding such date, during the period such business was operated by the Company or any Subsidiary). In the event a transaction described in this Section 13 shall occur at any time after the occurrence of an event described in Section 11(a)(ii) hereof, the Rights which have theretofore not been exercised shall thereafter become exercisable in the manner described in this Section 13.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date, directly or indirectly, indirectly (ax) the Company shall consolidate with, or merge with and into, any other Person and Interested Shareholder or, if in any such merger or consolidation holders of Common Shares of the Company shall are not be the continuing or surviving corporation of such consolidation or mergertreated alike, any other Person, (by) any Person the Company shall consolidate with, or merge with and into any Interested Shareholders or, if in any such merger or consolidation all holders of Common Shares of the Company are not treated alike, and the Company shall be the continuing or surviving corporation of such consolidation or merger and(other than, in connection with such the case of either transaction described in (x) or (y), a merger or consolidation or merger, which would result in all or part of the Common Stock shall be changed into or exchanged for stock or other voting power represented by the securities of any other Person the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the Companysurviving entity) all of the voting power represented by the securities of the Company or cash such surviving entity outstanding immediately after such merger or any other propertyconsolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (cz) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person Interested Shareholder or Persons (other than Shareholders or, if in any such transaction all holders of Common Shares of the Company or are not treated alike, any of its wholly-owned Subsidiariesother Person, then, and in each such case case, proper provision shall be made so that (i) following the Distribution Date, each holder of a Right (except as otherwise provided herein) Right, subject to Section 11(a)(iii), 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 Common Shares for which a Right is then exercisable in accordance with the terms of this Agreement, such number of validly issued, fully paid, non-assessable and shares of freely tradable shares of common stock of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable by (B) 50% Common Shares of the then current per share market price Principal Party (as hereinafter defined), free and clear of the common stock liens, rights of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale call or transfer; (ii) the issuer of such common stock 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 issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its common 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 the shares of its common stock thereafter deliverable upon the exercise of the Rights.first refusal,