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

Consolidation, Merger or Sale or Transfer of Assets. 13.1 In the event that, following the Share Acquisition Date, directly or indirectly, (a) the Company consolidates with, or merges with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11.14 hereof), and the Company is not the continuing or surviving corporation of such consolidation or merger, (b) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof) consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the outstanding Ordinary Shares of the Company are changed into or exchanged or cancelled for shares or other securities of any other Person (or of the Company) or cash or any other property, or (c) the Company sells, mortgages or otherwise transfers (or one or more of its Subsidiaries sells, mortgages or otherwise transfers), in one transaction or 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 the Company in one or more transactions, each of which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof), then, and in each such case, proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7.5 hereof, has the right to receive, upon the exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and non-assessable shares of freely tradeable Ordinary Shares of the Principal Party (as hereinafter defined in Section 13.2), free and clear of rights of call or first refusal, liens, encumbrances, transfer restrictions or other adverse claims, as is equal to the result obtained by (x) multiplying the then current Exercise Price by the number of one one-thousandths of a Preferred Share for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event, and dividing that product by (y) 50% of the Fair Market Value (determined pursuant to Section 11.4 hereof) per Ordinary Share of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Exercise Price (as theretofore adjusted in accordance with the provisions hereof) and the number of Ordinary Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11.6 hereof to reflect any events occurring in respect of the Ordinary Shares of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale, mortgage or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of Ordinary Shares to permit exercise of all outstanding Rights in accordance with this Section 13.1 and the making of payments in cash and/or other securities in accordance with Section 11.1.3 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof are thereafter applicable, as nearly as reasonably may be, in relation to its Ordinary Shares thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price as provided in this Section 13.1, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Ordinary Shares of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13.1, and such Principal Party shall take such steps (including, but not limited to, reservation of shares) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets. 13.1 (a) In the event that: (i) at any time after a Person has become an Acquiring Person, following the Share Acquisition Date, directly or indirectly, (a) the Company consolidates with, or merges with and or into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11.14 hereof), and the Company is not the continuing or surviving corporation of such consolidation or merger; or (ii) at any time after a Person has become an Acquiring Person, (b) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof) consolidates with the Company, or merges with and or into the Company Company, and the Company is the continuing or surviving corporation of such merger or consolidation and, in connection with such mergermerger or consolidation, all or part of the outstanding Ordinary Common Shares of the Company are is changed into or exchanged or cancelled for shares stock or other securities of any other Person (or of the Company) or cash or any other property; or (iii) at any time after a Person has become an Acquiring Person, the Company, directly or (c) the Company sellsindirectly, mortgages sells or otherwise transfers (or one or more of its Subsidiaries sells, mortgages sells or otherwise transfers), in one transaction or a series of related 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 Subsidiary of the Company in one or more transactions, each of which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereofits wholly owned Subsidiaries.), ; then, and in each such case, proper provision shall will be made so that: that from and after the latest of the Distribution Date and the date of the occurrence of such Flip-over Event (iA) each holder of a Right, except as provided in Section 7.5 hereof, Right thereafter has the right to receive, upon the exercise thereof at the then current Exercise 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-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the Share Acquisition Date, such number of duly authorized, validly authorized and issued, fully paid and paid, non-assessable shares of and freely tradeable Ordinary Common Shares of the Principal Party (as hereinafter defined in Section 13.2)Issuer, free and clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or first refusal, liens, encumbrances, transfer restrictions or other adverse claims, as is equal to equals the result obtained by (x) multiplying the then then-current Exercise Purchase Price by the number of one one-thousandths hundredths of a Preferred Share for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event, Share Acquisition Date and dividing that product by (y) 50% of the Fair Market Value current per share market price of the Common Shares of the Issuer (determined pursuant to Section 11.4 hereof) per Ordinary Share of such Principal Party 11(d)), on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Exercise Price (as theretofore adjusted in accordance with the provisions hereof) and the number of Ordinary Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11.6 hereof to reflect any events occurring in respect of the Ordinary Shares of such Principal Party after the occurrence of such consolidation, merger, sale or transferFlip-over Event; (iiB) such Principal Party shall the Issuer will thereafter be liable for, and shall will assume, by virtue of the occurrence of such consolidation, merger, sale, mortgage or transferFlip-over Event, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term “Company” shall will thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal PartyIssuer; and (ivD) such Principal Party shall the Issuer will take such steps (including, but not limited to, including without limitation the reservation of a sufficient number of Ordinary its Common Shares to permit the exercise of all outstanding Rights in accordance with this Section 13.1 and the making of payments in cash and/or other securities in accordance with Section 11.1.3 hereofRights) in connection with such consummation as may be necessary to assure that the provisions hereof are thereafter applicable, as nearly as reasonably may bebe possible, in relation to its Ordinary Common Shares thereafter deliverable upon the exercise of the Rights. (b) For purposes of this Section 13, “Issuer” means (i) in the case of any Flip-over Event described in Sections 13(a)(i) or (ii) above, the Person that is the continuing, surviving, resulting or acquiring Person (including the Company as the continuing or surviving corporation of a transaction described in Section 13(a)(ii) above), and (ii) in the case of any Flip-over Event described in Section 13(a)(iii) above, the Person that is the party receiving the greatest portion of the assets or earning power (including without limitation securities creating any obligation on the part of the Company and/or any of its Subsidiaries) transferred pursuant to such transaction or transactions; provided provided, however, that, upon the subsequent occurrence in any such case, (A) if (1) no class of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect equity security of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price as provided in this Section 13.1, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holderPerson is, at the time of such transactionmerger, consolidation or transaction and has been continuously over the preceding 12-month period, registered pursuant to Section 12 of the Exchange Act, and (2) such Person is a Subsidiary, directly or indirectly, of another Person, a class of equity security of which is and has been so registered, the term “Issuer” means such other Person; and (B) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, a class of equity security of two or more of which are and have been so registered, the term “Issuer” means whichever of such Persons is the issuer of the equity security having the greatest aggregate market value. Notwithstanding the foregoing, if the Issuer in any of the Flip over Events listed above is not a corporation or other legal entity having outstanding equity securities, then, and in each such case, (x) if the Issuer is directly or indirectly wholly owned the Ordinary by a corporation or other legal entity having outstanding equity securities, then all references to Common Shares of the Principal Party receivable upon Issuer will be deemed to be references to the exercise Common Shares of a Right pursuant to this Section 13.1the corporation or other legal entity having outstanding equity securities which ultimately controls the Issuer, and (y) if there is no such Principal Party shall take such steps corporation or other legal entity having outstanding equity securities, (including, but not limited to, reservation 1) proper provision will be made so that the Issuer creates or otherwise makes available for purposes of shares) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for 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 (2) all other provisions of this Agreement will apply to the issuer of such cash, shares, rights, warrants and other propertysecurities as if such securities were Common Shares.

Consolidation, Merger or Sale or Transfer of Assets. 13.1 In the event that, following the Share Acquisition DateOR EARNING POWER. If, directly or indirectly, (a) the Company consolidates with, or merges with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11.14 hereof), and the Company is not the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof) consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the outstanding Ordinary Common Shares of the Company are changed into or exchanged or cancelled for shares stock or other securities of any other Person (or of the Company) or cash or any other property, property or engages in a share exchange with the Company in which all or part of the Common Shares are changed into or exchanged for stock or other securities of any other Person or (c) the Company sells, mortgages sells or otherwise transfers (or one or more of its Subsidiaries sells, mortgages sells or otherwise transfers), in one transaction or a series of related 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 Subsidiary of the Company in one or more transactions, each of which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof)its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7.5 hereof, has herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Exercise 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 and non-assessable shares of freely tradeable Ordinary Common Shares of such other Person (including the Principal Party (Company as hereinafter defined in Section 13.2), successor thereto or as the surviving corporation) free and clear of rights of call or first refusal, any liens, encumbrances, transfer restrictions rights of first refusal or other adverse claims, as is shall equal to the result obtained by (xA) multiplying the then current Exercise Purchase Price by the number of one one-thousandths of a Preferred Share Common Shares for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event, and dividing that product by (yB) 50% of the Fair Market Value then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11.4 11(d) hereof) per Ordinary Share of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Exercise Price (as theretofore adjusted in accordance with the provisions hereof) and the number of Ordinary Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11.6 hereof to reflect any events occurring in respect of the Ordinary Shares of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) the issuer of such Principal Party Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale, mortgage sale or transfer, all the obligations and duties of the Company pursuant to under this Agreement; (iii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Partyissuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of Ordinary its Common Shares to permit exercise of all outstanding Rights in accordance with this Section 13.1 and the making of payments in cash and/or other securities in accordance with Section 11.1.3 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof are shall thereafter be applicable, as nearly as reasonably may be, in relation to its Ordinary the Common Shares thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of . The Company shall not consummate any such consolidation, merger, sale or transfer of assets or other extraordinary until 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 in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price as provided kind referred to in this Section 13.1, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, 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, owned would eliminate or substantially diminish the Ordinary Shares benefits intended to be afforded by the Rights. The provisions of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13.1, and such Principal Party 13 shall take such steps (including, but not limited to, reservation of shares) as may be necessary similarly apply to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and successive mergers or consolidations or sales or other propertytransfers.

Consolidation, Merger or Sale or Transfer of Assets. 13.1 (a) In the event that: (i) at any time after a Person has become an Acquiring Person, following the Share Acquisition Date, directly or indirectly, (a) the Company consolidates with, or merges with and or into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11.14 hereof), and the Company is not the continuing or surviving corporation of such consolidation or mergermerger; or (ii) at any time after a Person has become an Acquiring Person, (b) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof) consolidates with the Company, or merges with and or into the Company Company, and the Company is the continuing or surviving corporation of such merger or consolidation and, in connection with such mergermerger or consolidation, all or part of the outstanding Ordinary Common Shares of the Company are is changed into or exchanged or cancelled for shares stock or other securities of any other Person (or of the Company) or cash or any other propertyproperty; or (iii) at any time after a Person has become an Acquiring Person, the Company, directly or (c) the Company sellsindirectly, mortgages sells or otherwise transfers (or one or more of its Subsidiaries sells, mortgages sells or otherwise transfers), in one transaction or a series of related 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 Subsidiary of the Company in one or more transactions, each of which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof), its wholly owned Subsidiaries.); then, and in each such case, proper provision shall will be made so that: that from and after the latest of the Distribution Date and the date of the occurrence of such Flip-over Event (iA) each holder of a Right, except as provided in Section 7.5 hereof, Right thereafter has the right to receive, upon the exercise thereof at the then current Exercise 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-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the Share Acquisition Date, such number of duly authorized, validly authorized and issued, fully paid and paid, non-assessable shares of and freely tradeable Ordinary Common Shares of the Principal Party (as hereinafter defined in Section 13.2)Issuer, free and clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or first refusal, liens, encumbrances, transfer restrictions or other adverse claims, as is equal to equals the result obtained by (x) multiplying the then then-current Exercise Purchase Price by the number of one one-thousandths hundredths of a Preferred Share for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event, Share Acquisition Date and dividing that product by (y) 50% of the Fair Market Value current per share market price of the Common Shares of the Issuer (determined pursuant to Section 11.4 hereof) per Ordinary Share of such Principal Party 11(d)), on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Exercise Price (as theretofore adjusted in accordance with the provisions hereof) and the number of Ordinary Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11.6 hereof to reflect any events occurring in respect of the Ordinary Shares of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; Flip-over Event; (iiB) such Principal Party shall the Issuer will thereafter be liable for, and shall will assume, by virtue of the occurrence of such consolidation, merger, sale, mortgage or transferFlip-over Event, all the obligations and duties of the Company pursuant to this Agreement; Agreement; (iiiC) the term “Company” shall will thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; Issuer; and (ivD) such Principal Party shall the Issuer will take such steps (including, but not limited to, including without limitation the reservation of a sufficient number of Ordinary its Common Shares to permit the exercise of all outstanding Rights in accordance with this Section 13.1 and the making of payments in cash and/or other securities in accordance with Section 11.1.3 hereofRights) in connection with such consummation as may be necessary to assure that the provisions hereof are thereafter applicable, as nearly as reasonably may bebe possible, in relation to its Ordinary Common Shares thereafter deliverable upon the exercise of the Rights; provided . (b) For purposes of this Section 13, “Issuer” means (i) in the case of any Flip-over Event described in Sections 13(a)(i) or (ii) above, the Person that is the continuing, surviving, resulting or acquiring Person (including the Company as the continuing or surviving corporation of a transaction described in Section 13(a)(ii) above), and (ii) in the case of any Flip-over Event described in Section 13(a)(iii) above, the Person that is the party receiving the greatest portion of the assets or earning power (including without limitation securities creating any obligation on the part of the Company and/or any of its Subsidiaries) transferred pursuant to such transaction or transactions; provided, however, that, upon the subsequent occurrence in any such case, (A) if (1) no class of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect equity security of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price as provided in this Section 13.1, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holderPerson is, at the time of such transactionmerger, consolidation or transaction and has been continuously over the preceding 12-month period, registered pursuant to Section 12 of the Exchange Act, and (2) such Person is a Subsidiary, directly or indirectly, of another Person, a class of equity security of which is and has been so registered, the term “Issuer” means such other Person; and (B) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, a class of equity security of two or more of which are and have been so registered, the term “Issuer” means whichever of such Persons is the issuer of the equity security having the greatest aggregate market value. Notwithstanding the foregoing, if the Issuer in any of the Flip over Events listed above is not a corporation or other legal entity having outstanding equity securities, then, and in each such case, (x) if the Issuer is directly or indirectly wholly owned the Ordinary by a corporation or other legal entity having outstanding equity securities, then all references to Common Shares of the Principal Party receivable upon Issuer will be deemed to be references to the exercise Common Shares of a Right pursuant to this Section 13.1the corporation or other legal entity having outstanding equity securities which ultimately controls the Issuer, and (y) if there is no such Principal Party shall take such steps corporation or other legal entity having outstanding equity securities, (including, but not limited to, reservation 1) proper provision will be made so that the Issuer creates or otherwise makes available for purposes of shares) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for 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 (2) all other provisions of this Agreement will apply to the issuer of such cash, shares, rights, warrants and other propertysecurities as if such securities were Common Shares.

Consolidation, Merger or Sale or Transfer of Assets. 13.1 or Earning Power. ---------------- In the event that, following the Share Acquisition Dateat any time after a Person becomes an Acquiring Person, directly or indirectly, (ai) the Company consolidates shall consolidate with, or merges merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11.14 hereof), and the Company is not the continuing or surviving corporation of such consolidation or mergerPerson, (bii) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof) consolidates shall consolidate with the Company, or merges merge with and into the Company and the Company is shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the outstanding Ordinary Shares shares of the Company are Common Stock shall be changed into or exchanged or cancelled for shares stock or other securities of any other Person (or of the Company) or cash or any other property, or (ciii) the Company sells, mortgages shall sell or otherwise transfers transfer (or one or more of its Subsidiaries sells, mortgages shall sell or otherwise transferstransfer), in one transaction or a series of related 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 Subsidiary of the Company in one or more transactions, each of which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof)its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that: that (iA) each holder of a Right, Right (except as otherwise provided in Section 7.5 hereof, has herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Exercise 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 and non-assessable shares of freely tradeable Ordinary Shares Common Stock of such other Person (including the Principal Party (Company as hereinafter defined in Section 13.2), free and clear of rights of call successor thereto or first refusal, liens, encumbrances, transfer restrictions or other adverse claims, as is the surviving corporation) as shall equal to the result obtained by (x) multiplying the then current Exercise Purchase Price by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event, and dividing that product by (y) 50% of the Fair Market Value then current per share market price of the Common Stock of such other Person (determined pursuant to Section 11.4 11(d) hereof) per Ordinary Share of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that (B) the Exercise Price (as theretofore adjusted in accordance with the provisions hereof) and the number of Ordinary Shares issuer of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11.6 hereof to reflect any events occurring in respect of the Ordinary Shares of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party Common Stock shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale, mortgage sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Partyissuer; and (ivD) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of Ordinary Shares to permit exercise its shares of all outstanding Rights in accordance with this Section 13.1 and the making of payments in cash and/or other securities Common Stock in accordance with Section 11.1.3 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof are shall thereafter be applicable, as nearly as reasonably may be, in relation to its Ordinary Shares the Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of . The Company covenants and agrees that it shall not consummate any consolidation, such consolidation merger, sale or transfer of assets or other extraordinary 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 in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price as provided kind referred to in this Section 13.1, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, 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, owned would eliminate or substantially diminish the Ordinary Shares 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 Principal Party receivable upon Company and its Subsidiaries shall be determined in good faith by the exercise Company's Board of a Right pursuant to this Section 13.1, and such Principal Party shall take such steps (including, but not limited to, reservation of shares) as may be necessary to permit Directors on the subsequent exercise basis of the Rights 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 accordance with the terms hereof for case of any business not operated by the Company or any Subsidiary during three full fiscal years preceding such cashdate, shares, rights, warrants and other propertyduring the period such business was operated by the Company or any Subsidiary).

Consolidation, Merger or Sale or Transfer of Assets. 13.1 OR EARNING POWER. (a) In the event that, following the Share Shares Acquisition Date, directly or indirectly, (ax) the Company consolidates shall consolidate with, or merges merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11.14 hereof), and the Company is not the continuing or surviving corporation of such consolidation or mergerPerson, (by) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof) consolidates shall consolidate with the Company, or merges merge with and into the Company and the Company is shall be the continuing or surviving corporation of such merger and(other than, in connection with such mergera case of any transaction described in (x) or (y), a merger or consolidation which would result in all or part of the outstanding Ordinary Shares Voting Power represented by the securities of the Company are changed outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged or cancelled for shares or other securities of any other Person (or the surviving entity) all of the Company) 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 sells, mortgages shall sell or otherwise transfers transfer (or one or more of its Subsidiaries sells, mortgages shall sell or otherwise transferstransfer), in one transaction or 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, transactions each of which is not prohibited by the proviso at the end of the first sentence of complies with Section 11.14 11(o) hereof), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that: that (i) each holder of a Right, except as provided in Section 7.5 7(e) hereof, has shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Exercise Purchase Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and non-assessable shares of freely tradeable Ordinary Shares of the Principal Party (as hereinafter defined in Section 13.2), free and clear of rights of call or first refusal, liens, encumbrances, transfer restrictions or other adverse claims, as is equal to the result obtained by (x) multiplying the then current Exercise Price multiplied by the number of one one-thousandths hundredths of a Preferred Share for which a Right is exercisable immediately prior then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall equal the first occurrence result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 13 Event, 11(a)(ii)) and dividing that product by (yB) 50% of the Fair Market Value then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11.4 11(d) hereof) per Ordinary Share of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Exercise Price (as theretofore adjusted in accordance with the provisions hereof) and the number of Ordinary Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11.6 hereof to reflect any events occurring in respect of the Ordinary Shares of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale, mortgage or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term “Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of Ordinary Shares to permit exercise of all outstanding Rights in accordance with this Section 13.1 and the making of payments in cash and/or other securities in accordance with Section 11.1.3 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof are thereafter applicable, as nearly as reasonably may be, in relation to its Ordinary Shares thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price as provided in this Section 13.1, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Ordinary Shares of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13.1, and such Principal Party shall take such steps (including, but not limited to, reservation of shares) 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.13 Event;

Consolidation, Merger or Sale or Transfer of Assets. 13.1 (a) In the event that, following the Share Acquisition Dateat any time after any Person has become an Acquiring Person, directly or indirectly, (ai) the Company consolidates with, or merges shall merge with and into, into any other Person (other than a Subsidiary one or more of the Company in a transaction which is not prohibited by Section 11.14 hereofits wholly-owned Subsidiaries), and the Company is not the continuing or surviving corporation of such consolidation or merger, (bii) any Person (other than a Subsidiary one or more of the Company in a transaction which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof) consolidates its wholly-owned Subsidiaries), shall consolidate with the Company, or merges any Person (other than one or more of its wholly-owned Subsidiaries), shall merge with and into the Company and the Company is shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the outstanding Ordinary Shares of the Company are Common Stock shall be changed into or exchanged or cancelled for shares stock or other securities of any other Person (or of the Company) or cash or any other property, property or (ciii) the Company sells, mortgages shall sell or otherwise transfers transfer (or one or more of its Subsidiaries sells, mortgages shall sell or otherwise transferstransfer), in one transaction or a more related or series of related transactionstransactions (including by way of capital stock or other securities), assets or and/or earning power aggregating to 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions, each of which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereofits wholly-owned Subsidiaries), then, and in each such case, except as part of a Permitted Transaction, proper provision shall be made so that: : (iA) each holder of record of a Right, except as provided in Right (other than Rights that have become void pursuant to Section 7.5 hereof, has 11(a)(ii)) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then-current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then current Exercise Price exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m)) hereof, in accordance with the terms of this AgreementRights Agreement and in lieu of Preferred Stock, such number of validly authorized and issued, fully paid and non-assessable and freely tradeable shares of freely tradeable Ordinary Shares Common Stock of the Principal Party (as hereinafter defined in Section 13.2), free and clear of rights of call or first refusal, below) not subject to any liens, encumbrances, transfer restrictions rights of first refusal or other adverse claims, as is shall be equal to the result obtained by (x1) multiplying the then then-current Exercise Purchase Price by the number of one one-thousandths of a share of Preferred Share Stock for which a Right is was exercisable immediately prior to the time that any Person first occurrence of a Section 13 Eventbecame an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i), 11(k) and 11(m)) hereof and (2) dividing that product by (y) 50% of the Fair Market Value then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11.4 11(d)(i) hereof) per Ordinary Share of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; providedPROVIDED, howeverHOWEVER, that the Exercise Purchase Price (as theretofore adjusted in accordance with the provisions hereof) and the number of Ordinary Shares shares of Common Stock of such Principal Party so receivable issuable upon exercise of a each Right shall be subject to further adjustment adjusted as appropriate provided in accordance with Section 11.6 hereof 11(f) of this Rights Agreement to reflect any events occurring in respect of the Ordinary Shares of such Principal Party (as if the Principal Party were the Company) after the occurrence date of such consolidation, merger, sale or transfer; ; (iiB) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale, mortgage sale or transfer, all the obligations and duties of the Company pursuant to under this Rights Agreement; ; (iiiC) the term “"Company” " as used herein shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and and (ivD) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of Ordinary Shares to permit exercise its shares of all outstanding Rights in accordance with this Section 13.1 and the making of payments in cash and/or other securities in accordance with Section 11.1.3 hereofits Common Stock) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof are shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Ordinary Shares Common Stock thereafter deliverable upon the exercise of the Rights; provided PROVIDED, HOWEVER, that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Purchase Price as provided in this Section 13.113(a), such cash, shares, rights, warrants and other property which that such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Ordinary Shares Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13.113(a), and such Principal Party shall take such all steps (including, but not limited to, reservation of sharesshares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets. 13.1 (a) In the event that, following the Share Acquisition Dateat any time after any Person has become an Acquiring Person, directly or indirectly, (ai) the Company consolidates with, or merges shall merge with and into, into any other Person (other than a Subsidiary one or more of the Company in a transaction which is not prohibited by Section 11.14 hereofits wholly-owned Subsidiaries), and the Company is not the continuing or surviving corporation of such consolidation or merger, (bii) any Person (other than a Subsidiary one or more of the Company in a transaction which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof) consolidates its wholly-owned Subsidiaries), shall consolidate with the Company, or merges any Person (other than one or more of its wholly-owned Subsidiaries), shall merge with and into the Company and the Company is shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the outstanding Ordinary Shares of the Company are Common Stock shall be changed into or exchanged or cancelled for shares stock or other securities of any other Person (or of the Company) or cash or any other property, property or (ciii) the Company sells, mortgages shall sell or otherwise transfers transfer (or one or more of its Subsidiaries sells, mortgages shall sell or otherwise transferstransfer), in one transaction or a more related or series of related transactionstransactions (including by way of capital stock or other securities), assets or earning power aggregating to 50% or more of the assets or and/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 is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereofits wholly-owned Subsidiaries), then, and in each such case, except as part of a Permitted Transaction, proper provision shall be made so that: : (iA) each holder of record of a Right, except as provided in Right (other than Rights that have become void pursuant to Section 7.5 11(a)(ii) hereof, has ) 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 share of Preferred Stock for which a Right was exercisable (whether or not such Right was then current Exercise Price exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i) and 11(m) hereof), in accordance with the terms of this AgreementRights Agreement and in lieu of Preferred Stock, such number of validly authorized and issued, fully paid and non-assessable and freely tradeable shares of freely tradeable Ordinary Shares Common Stock of the Principal Party (as hereinafter defined in Section 13.2), free and clear of rights of call or first refusal, below) not subject to any liens, encumbrances, transfer restrictions rights of first refusal or other adverse claims, as is shall be equal to the result obtained by (x1) multiplying the then then-current Exercise Purchase Price by the number of one one-thousandths (1/1,000ths) of a share of Preferred Share Stock for which a Right is was exercisable immediately prior to the time that any Person first occurrence of a Section 13 Eventbecame an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(f), 11(h), 11(i), 11(k) and 11(m) hereof) and (2) dividing that product by (y) 50% of the Fair Market Value then-current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11.4 11(d)(i) hereof) per Ordinary Share of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Exercise Purchase Price (as theretofore adjusted in accordance with the provisions hereof) and the number of Ordinary Shares shares of Common Stock of such Principal Party so receivable issuable upon exercise of a each Right shall be subject to further adjustment adjusted as appropriate provided in accordance with Section 11.6 hereof 11(f) of this Rights Agreement to reflect any events occurring in respect of the Ordinary Shares of such Principal Party (as if the Principal Party were the Company) after the occurrence date of such consolidation, merger, sale or transfer; ; (iiB) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale, mortgage sale or transfer, all the obligations and duties of the Company pursuant to under this Rights Agreement; ; (iiiC) the term “Company” as used herein shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and and (ivD) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of Ordinary Shares to permit exercise its shares of all outstanding Rights in accordance with this Section 13.1 and the making of payments in cash and/or other securities in accordance with Section 11.1.3 hereofits Common Stock) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof are shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Ordinary Shares Common Stock thereafter deliverable upon the exercise of the Rights; provided provided, however, that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Purchase Price as provided in this Section 13.113(a), such cash, shares, rights, warrants and other property which that such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Ordinary Shares Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13.113(a), and such Principal Party shall take such all steps (including, but not limited to, reservation of sharesshares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets. 13.1 or Earning Power. ---------------- In the event thatevent, following the Share Shares Acquisition Date, directly or indirectly, (a) the Company consolidates shall consolidate with, or merges merge with and into, any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11.14 hereof), and the Company is not the continuing or surviving corporation of such consolidation or mergerPerson, (b) any Person (other than a Subsidiary of the Company in a transaction which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof) consolidates shall consolidate with the Company, or merges merge with and into the Company and the Company is shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the outstanding Ordinary Shares of the Company are shall be changed into or exchanged or cancelled for shares stock or other securities of any other Person (or of the Company) or cash or any other property, or (c) the Company sells, mortgages shall sell or otherwise transfers transfer (or one or more of its Subsidiaries sells, mortgages shall sell or otherwise transferstransfer), in one transaction or a series of related 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 Subsidiary of the Company in one or more transactions, each of which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof)its wholly owned Subsidiaries, then, and in each such case, the Company or such other Person, as the case may be, shall make proper provision shall be made so that: that (i) each holder of a Right, Right (except as otherwise provided in Section 7.5 hereof, has herein) shall thereafter have the right to receive, upon the exercise thereof at the then current Exercise Price in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid and non-assessable shares of freely tradeable Ordinary Shares of such other Person (including the Principal Party (Company as hereinafter defined in Section 13.2), free and clear of rights of call successor thereto or first refusal, liens, encumbrances, transfer restrictions or other adverse claims, as is the surviving corporation) as shall be equal to the result obtained by (x) multiplying the then current Exercise Purchase Price by the number of one one-thousandths Shares of a Preferred Share the Company for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event, and dividing that product by (y) 50% of the Fair Market Value then current per share market price of the Shares of such other Person (determined pursuant to Section 11.4 hereof11(d)) per Ordinary Share of such Principal Party on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Exercise Price transfer (as theretofore such number of shares to be appropriately adjusted in accordance with a manner analogous to the provisions hereof) and applicable adjustment to the number Purchase Price provided for in Section 11 in the event that during the two-year period after such date of Ordinary Shares of such Principal Party so receivable upon exercise consummation or occurrence an event of a Right shall be subject type analogous to further adjustment as appropriate in accordance with Section 11.6 hereof to reflect any events occurring in respect of the Ordinary Shares of events described in Section 11 hereof shall have occurred with respect to such Principal Party after the occurrence of such consolidation, merger, sale or transferShares); (ii) the issuer of such Principal Party Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale, mortgage sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term “"Company” " shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Partyissuer; and (iv) such Principal Party issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of Ordinary its Shares to permit exercise of all outstanding Rights in accordance with this Section 13.1 and the making of payments in cash and/or other securities in accordance with Section 11.1.3 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof are shall thereafter be applicable, as nearly as reasonably may be, in relation to its Ordinary the Shares thereafter deliverable upon the exercise of the Rights; provided that. 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, upon warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the subsequent occurrence consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing that the requirements of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price as provided in this Section 13.113 shall be promptly performed in accordance with their terms and that such consolidation, merger, sale or transfer shall not result in a default by the Company or such cash, shares, rights, warrants and other property which such holder would issuer under this Rights Agreement as the same shall have been entitled to receive had assumed by such holder, at the time of such transaction, owned the Ordinary Shares of the Principal Party receivable upon the exercise of a Right issuer pursuant to this Section 13.1, and such Principal Party 13. The provisions of this Section 13 shall take such steps (including, but not limited to, reservation of shares) as may be necessary similarly apply to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and successive mergers or consolidations or sales or other propertytransfers.