Common use of Consolidation, Merger or Sale Clause in Contracts

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWER. In the event, 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, (b) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common 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, cash flow or earning power aggregating 50% or more of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (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 Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths of a Preferred 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 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 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

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWERor Trans- fer of Assets or Earning Power. (a) In the eventevent that, fol- lowing the Shares Acquisition Date, directly or indirectly, at any time after a Person has become an Acquiring Person, (ax) the Company shall consolidate with, or merge with and or into, any other PersonPerson (other than a Subsidiary of the Company in a transaction which complies with Section 11(n)) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (by) any Person (other than a Subsid- iary of the Company in a transaction which complies with Sec- tion 11(n)) shall consolidate with the Companyconsolidate, or merge with and or into the Company and the Company shall be the continuing or surviving corporation corpora- tion of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares Stock shall be changed into or exchanged for stock or other securities securi- ties 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, cash flow assets or earning power aggregating more than 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Per- sons (other than the Company or any of its Subsidiaries in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(n) hereof), then, and in each such 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 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 Agreement and in lieu of Preferred SharesAgreement, such number of validly issued, fully paid, nonassessable and freely tradable shares of Common Shares 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 cur- rent Purchase Price for a full share of Common Stock by the number of one one-thousandths shares of a Preferred Share Common Stock for which a Right is then exercis- able 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 immedi- ately 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 divid- ing 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 Shares 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 Shares Principal Party shall thereafter be liable for, and shall assume, by virtue vir- tue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "CompanyCom- pany" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall thereafter apply to such Principal Party, (iv) such 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) 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 (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 ASSETSor Transfer of Assets or Earning Power. -------------------------------------------------------------------- Subject to the terms and conditions of this Agreement, CASH FLOW OR EARNING POWER. In if after the eventSeparation Time, 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, (b) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares Stock shall be changed into or exchanged for stock or other securities of any other Person (or including 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, cash flow assets or earning power aggregating fifty percent (50% %) or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-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 a price equal any time prior to the Expiration Time and payment of the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisableExercise Price, in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of Common Shares validly authorized and issued, fully paid and nonassessable shares of common stock of such other Person (including or of that Affiliate or Associate of such Person which has the Company as successor thereto or greatest aggregate market value, determined in the same manner as the surviving corporationMarket Price per share of Common Stock is determined pursuant to Section 1.1(l) hereof, of outstanding shares of publicly traded common stock (other than common stock held by its Affiliates, officers, directors or employee benefit plans, or Associates of the foregoing) as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Exercise Price by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable and dividing that product by fifty percent (B50%) 50% of the then current Market Price per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) Stock on the date of consummation of such consolidation, merger, sale or transfertransfer of a share of the common stock that the holder of a Right shall have the right to receive; (ii) the issuer of such Common Shares 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 connection with such consummation as may be necessary to ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of common stock thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 2.12 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 Company shall not consummate any such consolidation, merger, sale or transfer unless such issuer shall have a sufficient number of authorized shares of its common stock that have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 2.12 and unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in this Section 2.12 and further providing that, as soon as practicable after the date of any consolidation, merger or sale of assets mentioned in this Section 2.12, such issuer will (i) prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Time; and (ii) will deliver to holders of the Rights historical financial statements for such issuer and each of its Affiliates that comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 2.12 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning -------------------------------------------------------------- Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or ----- indirectly, at any time after a Person has become an Acquiring Person, either (ax) the Company shall consolidate with, or merge with and into, any other PersonPerson (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 the Companywith, 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 Company Common Shares 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 (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets, cash flow assets or earning power aggregating more than 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person other than the Company or one or more of its wholly-owned Subsidiariessuch event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that 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 Series B Purchase Price multiplied by (in the number of one one-thousandths case of a Preferred Share for which G-P Right) or the then current Series C Purchase Price (in the case of a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred SharesTimber Right), such number of validly authorized and issued, fully paid and non- assessable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions 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 such then current Purchase Price by the number of one one-thousandths Units of Junior Preferred Stock for which such Right is exercisable immediately prior to the first occurrence of a Preferred Share Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such Units for which a Right is then would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by (B) 50% of the then current per share market price of the Common Shares 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 Shares 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 bebe deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning -------------------------------------------------------------- Power. (a) In the eventevent that, following the first occurrence of a Section ----- 11(a)(ii) Event, directly or indirectly, at any time after a Person has become an Acquiring Person, either (ax) the Company shall consolidate with, or merge with and into, any other PersonPerson (other than a wholly owned 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 wholly owned Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with the Companywith, 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 Company Common Shares 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 or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets, cash flow assets or earning power aggregating 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to and such transaction shall not have received the approval of a majority of the Board of Directors (any other Person other than the Company or one or more of its wholly-owned Subsidiariessuch event being a "Section 13 Event"), then, and in each such ---------------- case, proper provision shall be made so that that: (i) each holder of a Right Right, (except other than Rights which have become void 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 Preferred Share for which a Right is then exercisablePrice, in accordance with the terms of this Agreement and in lieu of Units of Preferred SharesStock or shares of Company Common Stock, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of call or first refusal, transfer restrictions 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 Units of a Preferred Share 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 Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by (B) 50% of the then current per share market price of the Common Shares 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 consolidationSection 13 Event, mergerprovided, sale or transferhowever, that the Purchase Price (as theretofore -------- ------- adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (ii) the issuer of such Common Shares Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party in all respects; (iv) such 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 hereof) in connection with the consummation of any such transaction as may be necessary to assure that the provisions of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights, to its shares of Common Stock; provided, however, that, upon the subsequent occurrence of any merger, -------- ------- consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning -------------------------------------------------------------------------------- Power. ------ In the event, 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, (b) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common 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 (cC) 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, cash flow assets or earning power aggregating 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (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 hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of one one-thousandths hundredths of a Preferred 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 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 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 its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the 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, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after a Person has become an Acquiring Person, either (ax) the Company shall consolidate with, or merge with and into, any other PersonPerson (other than a Subsidiary of the Company in a transaction that complies with Section 11(o)), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (by) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o)) shall consolidate with the Companywith, 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 Company Common Shares 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 (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), in one or more transactions, assets, cash flow assets or earning power aggregating more than 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a wholewhole (any such event described in clause (x), (y) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries(z) being a “Section 13 Event”), 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 herein) in Section 7(e), 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 Agreement and in lieu of Preferred SharesPrice, such number of validly authorized and issued, fully paid and non- assessable shares of Common Shares Stock of such the Principal Party, which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions 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 Units of a Preferred Share Stock for which a Right is then exercisable and dividing that product by immediately prior to the first occurrence of a Section 13 Event (Bor, if a Section 11(a)(ii) 50% of Event has occurred prior to the then current per share market price of the 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 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 befirst

Consolidation, Merger or Sale. OR TRANSFER OF ASSETSor Transfer of Assets or -------------------------------------------------------- Earning Power. ------------- (a) If, CASH FLOW OR EARNING POWER. In following the eventStock Acquisition Date, directly or indirectly, at any time after a Person has become an Acquiring Person, (ax) the Company shall consolidate with, or merge with and into, any other PersonPerson (other than a Subsidiary of the Company in a transaction that complies with SECTION 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (by) any Person (other than a Subsidiary of the Company in a transaction that complies with SECTION 11(o) hereof) shall consolidate with the Companywith, 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 Shares 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, cash flow assets or earning power aggregating more than 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with SECTION 11(o) hereof), then, and in each such casecase (except as contemplated by SECTION 13(d) hereof), proper provision shall be made so that 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 Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of such the Principal Party (as defined below), 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 Share 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 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 Shares of such other Person (determined pursuant to Section 11(dSECTION 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) the issuer of such Common Shares 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 bebe deemed to refer to such Principal Party, it being specifically intended that the provisions of SECTION 11 hereof shall

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS(i) In case the Issuer after the Original Issue Date shall do any of the following (each, CASH FLOW OR EARNING POWER. In the event, directly or indirectly, at any time after a Person has become an Acquiring Person, "Triggering Event"): (a) the Company shall consolidate with, or merge with and into, or into any other Person, (b) any Person shall consolidate with the Company, or merge with and into the Company and the Company Issuer shall not be the continuing or surviving corporation of such merger andconsolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, all or part any Capital Stock of the Common Shares Issuer shall be changed into or exchanged for stock or other securities Securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell transfer all or otherwise transfer (or one or more substantially all of its Subsidiaries shall sell properties or otherwise transfer), in one or more transactions, assets, cash flow or earning power aggregating 50% or more of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) assets to any other Person Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, other than the Company or one or more of its wholly-owned Subsidiariesany event set forth in Section 4(b) below, then, and in the case of each such caseTriggering Event, proper provision shall be made so that that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto (i) each holder including the right of a Right shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (except subsequent to such corporate action) as otherwise nearly equivalent as possible to the adjustments provided hereinfor elsewhere in this Section 4; provided, however, the Holder at its option may receive an amount in cash equal to the value of this Warrant calculated in accordance with the Black-Scholes formula. Notwithstanding the foregoing to the contrary, this Section 4(a)(i) shall thereafter only apply if the surviving entity pursuant to any such Triggering Event is a company that has a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, and its common stock is listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board. In the event that the surviving entity pursuant to any such Triggering Event is not a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended, or its common stock is not listed or quoted on a national securities exchange, national automated quotation system or the OTC Bulletin Board, then the Holder shall have the right to receive, upon demand that the exercise thereof at a price Issuer pay to the Holder an amount in cash equal to the then current Purchase Price multiplied by the number value of one one-thousandths of a Preferred Share for which a Right is then exercisable, this Warrant calculated in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of one oneBlack-thousandths of a Preferred 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 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 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 beScholes formula.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning -------------------------------------------------------------- Power. (a) In the eventevent that, following the first occurrence of a Section ----- 11(a)(ii) Event, directly or indirectly, at any time after a Person has become an Acquiring Person, either (ax) the Company shall consolidate with, or merge with and into, any other PersonPerson (other than a wholly owned 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 wholly owned Subsidiary of the Company in a transaction which compiles with Section 11(o) hereof) shall consolidate with the Companywith, 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 Company Common Shares Stock shall be changed converted 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 or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets, cash flow assets or earning power aggregating 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person other than the Company or one or more of its wholly-owned Subsidiariessuch event being a "Section 13 Event"), then, and in ---------------- each such case, proper provision shall be made so that 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 Preferred Share for which a Right is then exercisablePrice, in accordance with the terms of this Agreement and in lieu of Units of Preferred SharesStock or shares of Company Common Stock, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of call or first refusal, transfer restrictions 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 Units of a Preferred Share 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 Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by (B) 50% of the then current per share market price of the Common Shares 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 consolidationSection 13 Event, mergerprovided, sale or transferhowever, that the Purchase Price (as theretofore adjusted in -------- ------- accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (ii) the issuer of such Common Shares Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights, to its shares of Common Stock; provided, however, that, upon the -------- ------- subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning -------------------------------------------------------------- Power. (a) In the eventevent that, following the first occurrence of a Section ----- 11(a)(ii) Event, directly or indirectly, at any time after a Person has become an Acquiring Person, either (ax) the Company shall consolidate with, or merge with and into, any other PersonPerson (other than a wholly owned 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 wholly owned Subsidiary of the Company in a transaction which compiles with Section 11(o) hereof) shall consolidate with the Companywith, 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 Company Common Shares 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 or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets, cash flow assets or earning power aggregating 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person other than the Company or one or more of its wholly-owned Subsidiariessuch event being a "Section 13 Event"), then, and in ---------------- each such case, proper provision shall be made so that that: (i) each holder of a Right Right, (except other than Rights which have become void 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 Preferred Share for which a Right is then exercisablePrice, in accordance with the terms of this Agreement and in lieu of Units of Preferred SharesStock or shares of Company Common Stock, such number of validly authorized and issued, fully paid, non-assessable and freely tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of call or first refusal, transfer restrictions 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 Units of a Preferred Share 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 Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by (B) 50% of the then current per share market price of the Common Shares 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 consolidationSection 13 Event, mergerprovided, sale or transferhowever, that the Purchase -------- ------- Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (ii) the issuer of such Common Shares Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party in all respects; (iv) such 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 hereof) in connection with the consummation of any such transaction as may be necessary to assure that the provisions of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights, to its shares of Common Stock; provided, however, that, upon the subsequent occurrence of any merger, -------- ------- consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWERor Transfer of Assets or ------------------------------------------------------ Earning Power. ------------- In the eventevent that, following the Stock 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 PersonPerson (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) and the Company shall not be the continuing or surviving Person of such consolidation or merger, (b) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into into, the Company and Company, the Company shall be the continuing or surviving corporation Person of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Common Shares Stock of the Company shall be changed or otherwise transformed into or exchanged for other stock or other securities of any other Person (or the Company) 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 transaction or more a series of related transactions, assets, cash flow or earning power aggregating 50more than 25% or more of (A) the assets (taken at net asset value as stated on the books of the assets, cash flow Company and determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied) or (B) the earning power of the Company and its Subsidiaries (taken as determined on a wholeconsolidated basis in accordance with generally accepted accounting principles consistently applied) to any other Person (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiaries, which complies with Section 11(o) hereof) then, from and in each after such caseevent, 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 multiplied by in effect at the number time of one one-thousandths of a Preferred Share for which a Right is then exercisable, such exercise in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of whole or fractional shares of validly authorized and issued, fully paid, non-assessable, and freely tradeable Common Shares Stock of such other Person (including or in the Company as successor thereto case of a transaction or as series of transactions -- described in clause (c) above, the surviving corporation) Person receiving the greatest amount of the assets or earning power of the Company, or if the Common Stock of such other -- Person is not and has not been continuously registered under Section 12 of the Exchange Act for the preceding 12-month period and such Person is a direct or indirect Subsidiary of another Person, that other Person, or if such other -- Person is a direct or indirect Subsidiary of more than one other Person, the Common Stock of two or more of which are and have been so registered, such other Person whose issued Common Stock has the greatest aggregate value), free and clear of any liens, encumbrances, rights of first refusal, or other adverse claims, as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price in effect immediately prior to the first occurrence of any Common Stock Event under this Section 13 by the number of one one-thousandths shares of a Preferred Share Common Stock for which a Right is then exercisable immediately prior to such first occurrence (and without taking into account any prior adjustment made pursuant to 11(a)(ii)) and (y) dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares of such other Person (determined pursuant to as defined in Section 11(d) hereof) on of the Common Stock of such other Person determined as of the date of consummation of such consolidation, merger, sale sale, or transfer; (ii) the issuer of such Common Shares Stock shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale sale, or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed, for all purposes of this Agreement, to refer to such issuer, it being specifically intended that the provisions of Section 11 hereof (other than Section 11(a)(ii) hereof) shall apply only to such issuer following the first occurrence of a Common Stock Event under this Section 13; (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 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 whole or fractional shares of its 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 Common Stock Event described in clauses (a), (b) or (c) of this Section 13. The Company shall not consummate any such consolidation, merger, sale or transfer unless (i) such issuer shall have a sufficient number of authorized shares of its Common Stock which have not been issued or reserved for issuance as will permit the exercise in full of the Rights in accordance with this Section 13, and (ii) 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 the date of any Common Stock Event described above in this Section 13 such issuer will (A) prepare and file a registration statement under the Act, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (I) become effective as soon as practicable after such filing and (II) remain effective (with a prospectus at all times meeting the requirements of the Act) until the Expiration Date, and (B) will deliver to holders of the Rights historical financial statements of such issuer and each of its Affiliates which comply in all respects with the requirements for registration on Form 10 under the Exchange Act. Furthermore, in case the Person which is to be party to a transaction referred to in this Section 13 has any provision in any of its authorized securities or in its charter or by-laws or other agreement or instrument governing its affairs, which provision would have the effect of causing such Person to issue, in connection with, or as a consequence of, the consummation of a Common Stock Event described in clauses (a), (b), or (c) of this Section 13, whole or fractional shares of Common Stock of such Person at less than the then Current Market Price per share thereof (as defined in Section 11(d) hereof), or to issue securities exercisable for, or convertible into, Common Stock of such Person at less than such then Current Market Price, then, in such event, the Company hereby agrees with each holder of the Rights that it shall not consummate any such transaction unless prior thereto the Company and such Person shall have executed and delivered to the Rights Agent a supplemental agreement providing that such provision in question shall have been canceled, waived, or amended so that it will have no effect in connection with, or as a consequence of, the consummation of the proposed transaction. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In the event that a Common Stock Event described in this Section 13 shall occur at any time after the occurrence of a Common Stock Event described in Section 11(a)(ii) hereof, the Rights which have not therefore been exercised shall thereafter become exercisable, except as provided in Section 7(e) hereof, in the manner described in this Section 13.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning --------------------------------------------------------------- Power. (a) In the eventevent that, following the Shares Acquisition Date, directly or ----- indirectly, at any time after a Person has become an Acquiring Person, (ax) the Company shall consolidate with, or merge with and into, any other PersonPerson (other than a Subsidiary of the Company in a transaction which complies with Section 11(n)) 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(n)) shall consolidate with the Companyconsolidate, 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 Shares 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, cash flow assets or earning power aggregating more than 50% or more of the assets, cash flow 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 Subsidiaries in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(n) 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 hereinin Section 7(e)) 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 Agreement and in lieu of Preferred SharesAgreement, such number of validly issued, fully paid, non-assessable and freely tradable shares of Common Shares 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 by the then number of one one-thousandths of a share of Preferred Share Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the 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 Current Market Price per share market price of the Common Shares 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 Shares Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 shall thereafter apply to such Principal Party; (iv) such 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) 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 (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, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning -------------------------------------------------------------- Power. (a) In the eventevent that, following the first occurrence of a Section ----- 11(a)(ii) Event, directly or indirectly, at any time after a Person has become an Acquiring Person, either (ax) the Company shall consolidate with, or merge with and into, any other PersonPerson (other than a wholly owned 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 wholly owned Subsidiary of the Company in a transaction which compiles with Section 11(o) hereof) shall consolidate with the Companywith, 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 Company Common Shares 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 or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets, cash flow assets or earning power aggregating 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person other than the Company or one or more of its wholly-owned Subsidiariessuch event being a "Section 13 Event"), then, and in ---------------- each such case, proper provision shall be made so that that: (i) each holder of a Right Right, (except other than Rights which have become void 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 Preferred Share for which a Right is then exercisablePrice, in accordance with the terms of this Agreement and in lieu of Units of Preferred SharesStock or shares of Company Common Stock, such number of validly authorized and issued, fully paid, non-assessable and freely tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of call or first refusal, transfer restrictions 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 Units of a Preferred Share 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 Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by (B) 50% of the then current per share market price of the Common Shares 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 consolidationSection 13 Event, mergerprovided, sale or transfer-------- however, that the Purchase Price (as theretofore adjusted in accordance with ------- Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (ii) the issuer of such Common Shares Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party in all respects; (iv) such 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 hereof) in connection with the consummation of any such transaction as may be necessary to assure that the provisions of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights, to its shares of Common Stock; provided, however, that, upon the subsequent occurrence of any merger, -------- ------- consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning -------------------------------------------------------------- Power. (a) In the eventevent that, following the first occurrence of a Section ----- 11(a)(ii) Event, directly or indirectly, at any time after a Person has become an Acquiring Person, either (ax) the Company shall consolidate with, or merge with and into, any other PersonPerson (other than a wholly owned 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 wholly owned Subsidiary of the Company in a transaction which compiles with Section 11(o) hereof) shall consolidate with the Companywith, 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 Company Common Shares 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 or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its wholly owned Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), in one or more transactions, assets, cash flow assets or earning power aggregating 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to and such transaction shall not have received the approval of a majority of the Board of Directors, including a majority of the Independent Directors (any other Person other than the Company or one or more of its wholly-owned Subsidiariessuch event being a "Section 13 Event"), then, and in each such ---------------- case, proper provision shall be made so that that: (i) each holder of a Right Right, (except other than Rights which have become void 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 Preferred Share for which a Right is then exercisablePrice, in accordance with the terms of this Agreement and in lieu of Units of Preferred SharesStock or shares of Company Common Stock, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of call or first refusal, transfer restrictions 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 Units of a Preferred Share 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 Units for which a Right would be exercisable hereunder but for the occurrence of such Section 11(a)(ii) Event by the Purchase Price which would be in effect hereunder but for such first occurrence) and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be the "Purchase Price" for all purposes of this Agreement) by (B) 50% of the then current per share market price of the Common Shares 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 consolidationSection 13 Event, mergerprovided, sale or transferhowever, that the Purchase Price (as theretofore -------- ------- adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such Section 13 Event; (ii) the issuer of such Common Shares Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party in all respects; (iv) such 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 hereof) in connection with the consummation of any such transaction as may be necessary to assure that the provisions of this Agreement shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights, to its shares of Common Stock; provided, however, that, upon the subsequent occurrence -------- ------- of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property; and (v) the provisions of Section 11(a)(ii) hereof shall be of no further effect following the first occurrence of any Section 13 Event.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning Power. (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after a Person has become an Acquiring Person, either (ax) the Company shall consolidate with, or merge with and into, any other PersonPerson (other than a Subsidiary of the Company in a transaction which is not prohibited by 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 is not prohibited by Section 11(o) hereof) shall consolidate with the Companywith, 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 Company Common Shares 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 (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) to any Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which is not prohibited by Section 11(o) hereof), in one or more transactions, assets, cash flow assets or earning power aggregating more than 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to (any other Person other than the Company or one or more of its wholly-owned Subsidiariessuch event being a "Section 13 Event"), then, and in each such case, proper provision shall be made so that 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 and for the then current Adjusted 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 Agreement and in lieu of Preferred SharesPrice, such number of validly authorized and issued, fully paid and non-assessable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), which shares shall not be subject to any liens, encumbrances, rights of first refusal, transfer restrictions or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall equal the result obtained by (A) multiplying the then have a current Purchase Price by the number of one one-thousandths of a Preferred 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 Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event equal to two times the Adjusted Purchase Price; (ii) the issuer of such Common Shares 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 bebe deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to ensure that the provisions of this Agreement shall thereafter be applicable to its shares of

Consolidation, Merger or Sale. OR TRANSFER OF ASSETSor Transfer of Assets or Earning Power. Subject to the terms and conditions of this Agreement, CASH FLOW OR EARNING POWER. In if after the eventSeparation Time, 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, (b) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares Stock shall be changed into or exchanged for stock or other securities of any other Person (or including 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, cash flow assets or earning power aggregating fifty percent (50% %) or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-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 a price equal any time prior to the Expiration Time and payment of the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisableExercise Price, in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of Common Shares validly authorized and issued, fully paid and nonassessable shares of common stock of such other Person (including or of that Affiliate or Associate of such Person which has the Company as successor thereto or greatest aggregate market value, determined in the same manner as the surviving corporationMarket Price per share of Common Stock is determined pursuant to Section 1.1(m) hereof, of outstanding shares of publicly traded common stock (other than common stock held by its Affiliates, officers, directors or employee benefit plans, or Associates of the foregoing) as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Exercise Price by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable and dividing that product by fifty percent (B50%) 50% of the then current Market Price per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) Stock on the date of consummation of such consolidation, merger, sale or transfertransfer of a share of the common stock that the holder of a Right shall have the right to receive; (ii) the issuer of such Common Shares 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 connection with such consummation as may be necessary to ensure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of common stock thereafter deliverable upon the exercise of the Rights. The Company shall not enter into any transaction of the kind referred to in this Section 2.12 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 Company shall not consummate any such consolidation, merger, sale or transfer unless such issuer shall have a sufficient number of authorized shares of its common stock that have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance with this Section 2.12 and unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement providing for the terms set forth in this Section 2.12 and further providing that, as soon as practicable after the date of any consolidation, merger or sale of assets mentioned in this Section 2.12, such issuer will (i) prepare and file a registration statement under the Securities Act with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the Expiration Time; and (ii) will deliver to holders of the Rights historical financial statements for such issuer and each of its Affiliates that comply in all respects with the requirements for registration on Form 10 under the Exchange Act. The provisions of this Section 2.12 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- (a) In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after a Person has become an Acquiring Person, (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 the Companywith, 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 Shares 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, cash flow assets or earning power aggregating more than 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned SubsidiariesPersons, 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 herein, including Section 7(d) 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 Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradable shares of Common Shares 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 hundredths of a share of Preferred Share Stock for which a Right is then was 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 of Preferred 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 (2) dividing that product (which product, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (B) 50% of the then current market price per share market price of the shares of Common Shares Stock of such other Person (determined pursuant to Section 11(d) hereof) Principal Party on the date of consummation of such consolidationSection 13 Event (or the fair market value on such date of other securities or property of the Principal Party, merger, sale or transferas provided for herein); (ii) the issuer of such Common Shares Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of 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, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning -------------------------------------------------------------- Power. ----- a. Flip-over Event. In the eventevent that, following the Stock Acquisition Date, directly or indirectly, at any time after a Person has become an Acquiring Person, (ax) the Company shall consolidate with, or merge with and into, or enter into a statutory stock exchange or similar transaction with, any other PersonPerson (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)(Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Restriction Against Diminishing Benefits of the Rights)), and the Company shall not be the continuing or surviving corporation of such consolidation, merger or statutory share exchange or similar transaction, (by) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) shall consolidate with the Companywith, or merge with and or into, or enter into a statutory stock exchange or similar transaction with, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation, merger or statutory share exchange or similar transaction and, in connection with such mergerconsolidation, merger or statutory share exchange or similar transaction, all or part of the outstanding shares of Common Shares 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, cash flow or earning power aggregating more than 50% or more of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiarieswhich complies with Section 11(o)), then, and in each such casecase (except as may be contemplated by Section 13(d) (Consolidation, Merger or Sale or Transfer of Assets or Earning Power -- Exceptions)), (i) proper provision shall be made so that (i) that: each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) (Exercise of Rights; Purchase Price; Expiration Date of Rights -- Termination of Acquiring Person's Rights) 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 Agreement and in lieu of Preferred SharesAgreement, such number of validly authorized and issued, fully paid, nonassessable and freely tradable shares of Common Shares 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 (A) multiplying the then current Purchase Price by the number of one one-thousandths shares of a Preferred Share Common Stock for which a Right is then exercisable immediately prior to the first occurrence of a Flip-over Event (or, if a Flip-in Event has occurred prior to the first occurrence of a Flip- over Event, multiplying the number of such shares for which a Right was exercisable immediately prior to the first occurrence of a Flip-in Event by the Purchase Price in effect immediately prior to such first occurrence), and (B) dividing that product (which, following the first occurrence of a Flip-over 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 Current Market Price per share market price of the Common Shares 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 transferFlip-over Event; (ii) the issuer of such Common Shares 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; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights) shall apply only to such Principal Party following the first occurrence of a Flip-over Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) hereof shall be of no effect following the first occurrence of any Flip-over Event.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS(i) In case the Issuer after the Original Issue Date shall do any of the following (each, CASH FLOW OR EARNING POWER. In the event, directly or indirectly, at any time after a Person has become an Acquiring Person, "TrigPering Event") (a) the Company shall consolidate with, with or merge with and into, into any other Person, (b) any Person shall consolidate with the Company, or merge with and into the Company and the Company Issuer shall not be the continuing or surviving corporation of such merger andconsolidation or merrger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, all or part any Capital Stock of the Common Shares Issuer shall be changed into or exchanged for stock or other securities Securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell transfer all or otherwise transfer (or one or more substantially all of its Subsidiaries shall sell properties or otherwise transfer), in one or more transactions, assets, cash flow or earning power aggregating 50% or more of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) assets to any other Person other than the Company Person, or one (d) effect a capital reorganization or more reclassification of its wholly-owned SubsidiariesCapital Stock, then, and in the case of each such caseTriggering Event, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receivethat, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled (x) upon the exercise thereof hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, or is redeemed in connection with such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for h~ Section 4 hereof or (y) to sell this Warrant (or. at such Xxxxxx's election, a portion hereof) to the Person continuing after or surviving such Triggering Event, or to the Issuer (if Issuer is the continuing or surviving Person) at a sales price equal to the then current Purchase Price multiplied by amount of cash, property and/or Securities to which a holder of the number of one one-thousandths shares of a Preferred Share for Common Stock which a Right is then exercisable, in accordance with would otherwise have been delivered upon the terms exercise of this Agreement and in lieu Warrant would have been entitled upon the effective date or closing of Preferred Sharesany such Triggering Event (the "Event Consideration"), such number of Common Shares less the amount or portion of such other Person (including Event Consideration having a fair value equal to the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (A) multiplying the then current Purchase aggregate Warrant Price by the number of one one-thousandths of a Preferred 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 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 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 applicable to this Agreement; (iii) Warrant or the term "Company" shall thereafter beportion hereof so sold.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning Power. In the eventevent (a "Section 13 Event") that, following the Stock Acquisition Time, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall merge into or consolidate or otherwise combine with, or merge with and into, any other PersonPerson (other than a Subsidiary of the Company, any employee benefit plan of the Company or any entity holding capital stock of the Company for or pursuant to the terms of any such plan) and the Company shall not be the surviving or continuing corporation of such merger, consolidation or combination, (b) any Person shall consolidate with (other than a Subsidiary of the Company, any employee benefit plan of the Company or any entity holding capital stock of the Company for or pursuant to the terms of any such plan) shall merge into or consolidate, or otherwise combine with and into the Company and the Company shall be the surviving or continuing or surviving corporation of such merger merger, consolidation or combination and, in connection with such mergertherewith, all or part of the Common Shares 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, cash flow assets or earning power aggregating more than 50% or more of the assets, cash flow 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 statement) or assets in the aggregate representing more than 50% of the cash flow of the Company and its Subsidiaries (taken as a whole 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 one or more any Subsidiary of its wholly-owned Subsidiariesthe Company), then, and in each such case, proper provision shall be made so that (i) following the Distribution Date, each holder of a Right (except as otherwise provided hereinin this Agreement) 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 Agreement and in lieu of Preferred SharesAgreement, such number of shares of validly authorized and issued, fully paid, nonassessable and freely tradable shares of Common Shares Stock of such other Person (including or, if such Person is a Subsidiary of or controlled by another Person, the Company as successor thereto Person (other than an individual) which ultimately controls such first-mentioned Person), not subject to any rights of call or as the surviving corporation) rights of first refusal, as shall be equal to the result obtained by (A) multiplying the then then-current Purchase Price by the number of one one-thousandths hundredths of a share of Preferred Share 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 Shares Stock of such other Person (determined pursuant to Section 11(d) hereof)) on the date of consummation of such merger, consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares Stock shall thereafter be liable for, and shall assume, by virtue of such merger, consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter bebe deemed to refer to such issuer; (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 possible, in relation to its Common Stock thereafter deliverable upon the exercise of the Rights; and (y) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS(i) In case the Issuer after the Original Issue Date shall do any of the following (each, CASH FLOW OR EARNING POWER. In the event, directly or indirectly, at any time after a Person has become an Acquiring Person, "Triggering Event") (a) the Company shall consolidate with, with or merge with and into, into any other Person, (b) any Person shall consolidate with the Company, or merge with and into the Company and the Company Issuer shall not be the continuing or surviving corporation of such merger andconsolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, all or part any Capital Stock of the Common Shares Issuer shall be changed into or exchanged for stock or other securities Securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell transfer all or otherwise transfer (or one or more substantially all of its Subsidiaries shall sell properties or otherwise transfer), in one or more transactions, assets, cash flow or earning power aggregating 50% or more of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) assets to any other Person other than the Company Person, or one (d) effect a capital reorganization or more reclassification of its wholly-owned SubsidiariesCapital Stock, then, and in the case of each such caseTriggering Event, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receivethat, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled (x) upon the exercise thereof hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, or is redeemed in connection with such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Xxxxxx would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for in Section 4 hereof or (y) to sell this Warrant (or, at such Holder's election, a portion hereof) to the Person continuing after or surviving such Triggering Event, or to the Issuer (if Issuer is the continuing or surviving Person) at a sales price equal to the then current Purchase Price multiplied by amount of cash, property and/or Securities to which a holder of the number of one one-thousandths shares of a Preferred Share for Common Stock which a Right is then exercisable, in accordance with would otherwise have been delivered upon the terms exercise of this Agreement and in lieu Warrant would have been entitled upon the effective date or closing of Preferred Sharesany such Triggering Event (the "Event Consideration"), such number of Common Shares less the amount or portion of such other Person (including Event Consideration having a fair value equal to the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (A) multiplying the then current Purchase aggregate Warrant Price by the number of one one-thousandths of a Preferred 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 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 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 applicable to this Agreement; (iii) Warrant or the term "Company" shall thereafter beportion hereof so sold.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETSor Transfer of Assets or Earning ----------------------------------------------------------------- Power. ----- (a) A "Business Combination" shall be deemed to occur in the event that, CASH FLOW OR EARNING POWER. In in or following a Triggering Event, (i) the eventCompany shall, 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 PersonPerson (other than a Subsidiary of the Company in a transaction that complies with Section 11(i) and Section 11(j) of this Agreement) in a transaction in which the Company is not the continuing, resulting or surviving corporation of such merger or consolidation, (bii) any Person shall (other than a Subsidiary of the Company in a transaction that complies with Section 11(i) and Section 11(j) of this Agreement) shall, directly or indirectly, consolidate with the Company, or shall merge with and into the Company and Company, in a transaction in which the Company shall be is the continuing continuing, resulting or surviving corporation of such merger or consolidation and, in connection with such mergermerger or consolidation, all or part of the Common Shares Stock shall be changed (including, without limitation, any conversion into or exchanged exchange for stock securities of the Company or other securities of any other Person (or the Company) or Person, cash or any other property), or (ciii) the Company shall, directly or indirectly, effect a share exchange in which all or part of the Common Stock shall sell be changed (including, without limitation, any conversion into or exchange for securities of any other Person, cash or any other property) or (iv) the Company shall, directly or indirectly, sell, lease, exchange, mortgage, pledge or otherwise transfer or dispose of (or one or more of its Subsidiaries shall sell directly or indirectly sell, lease, exchange, mortgage, pledge or otherwise transfertransfer or dispose of), in one transaction or more a series of related transactions, assets, cash flow assets or earning power aggregating more than 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or any of its Subsidiaries in one or more transactions each and all of its wholly-owned Subsidiaries, then, which comply with Section 11(i) and in each such caseSection 11(j) of this Agreement). In the event of a Business Combination, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided hereinin this Agreement) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shareseach Right, such number of shares of Common Shares 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 (A) multiplying dividing the then current Purchase Price Exercise Amount in effect prior to the Business Combination by the number of one one-thousandths of a Preferred Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such other Person (determined pursuant Principal Party immediately prior to Section 11(d) hereof) on the date of consummation of such consolidationBusiness Combination. All shares of Common Stock of any Person for which any Right may be exercised after consummation of a Business Combination as provided in this Section 13(a) shall, mergerwhen issued upon exercise thereof in accordance with this Agreement, sale be duly and validly authorized and issued, fully paid, nonassessable, freely tradeable, not subject to liens or transfer; (ii) encumbrances, and free of preemptive rights, rights of first refusal or any other restrictions or limitations on the issuer transfer or ownership thereof of any kind or nature whatsoever. The Purchase Price per share for such Common Stock immediately after such Business Combination shall be equal to 50% of the Current Market Price per share of the Common Stock of such Common Shares shall thereafter be liable for, and shall assume, by virtue Principal Party immediately prior to the consummation 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 beBusiness Combination.

Consolidation, Merger or Sale. OR TRANSFER OF ASSETS, CASH FLOW OR EARNING POWERor Transfer of Assets or Earning -------------------------------------------------------------- Power. In the event, directly or indirectlyevent that, at any time after a Person has become becomes an Acquiring ----- Person, directly or indirectly, (ai) the Company shall consolidate with, or merge with and into, any other Person, (bii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common 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, cash flow assets or earning power aggregating 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (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-one- thousandths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-thousandths of a Preferred 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 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 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 (D) such issuer 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, as nearly as reasonably may be, in relation to the 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, CASH FLOW OR EARNING POWERor Transfer of Assets or ------------------------------------------------------ Earning Power. In the event, directly or indirectlyevent that, at any time after a Person has become becomes an ------------- Acquiring Person, directly or indirectly, (ai) the Company shall consolidate with, or merge with and into, any other Person, (bii) any Person shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common 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, cash flow assets or earning power aggregating 50% or more of the assets, cash flow assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (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 Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-thousandths of a Preferred 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 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 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 (D) such issuer 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, as nearly as reasonably may be, in relation to the 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).