Common use of Events Clause in Contracts

Events. No amounts or benefits shall be payable or provided for pursuant to this Agreement unless an Event shall occur during the Term of this Agreement. (a) For purposes of this Agreement, an “Event” shall be deemed to have occurred if any of the following occur: (i) Any “person” (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “Exchange Act”)) acquires or becomes a “beneficial owner” (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s securities entitled to vote generally in the election of directors (“Voting Securities”) then outstanding or 30% or more of the shares of common stock of the Company (“Common Stock”) outstanding, provided, however, that the following shall not constitute an Event pursuant to this Section 1(a)(i): (A) any acquisition or beneficial ownership by the Company or a subsidiary of the Company; (B) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries; (C) any acquisition or beneficial ownership by any corporation (including without limitation an acquisition in a transaction of the nature described in Section 1(a)(ii)) with respect to which, immediately following such acquisition, more than 70%, respectively, of (x) the combined voting power of the Company’s then outstanding Voting Securities and (y) the Common Stock is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock, respectively, of the Company immediately prior to such acquisition in substantially the same proportions as their ownership of such Voting Securities and Common Stock, as the case may be, immediately prior to such acquisition; or (D) any acquisition of Voting Securities or Common Stock directly from the Company; and

Events. No amounts or benefits shall be payable or provided for pursuant to this Agreement unless an Event shall occur during the Term of this Agreement. (a) For purposes of this Agreement, Agreement an “"Event” " shall be deemed to have occurred if any of the following occur: (ia) Any “"person” " (as defined in Sections Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “"Exchange Act”")) acquires or becomes a “"beneficial owner” " (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s 's then outstanding securities entitled to vote generally in the election of directors (“"Voting Securities”") then outstanding or 30% or more of the outstanding shares of common stock of the Company (“"Common Stock”) outstanding"), provided, however, that the following shall not constitute an Event pursuant to this Section 1(a)(i): 5.1(a): (Ai) any acquisition or of beneficial ownership by the Company or a subsidiary of the Company; ; (Bii) any acquisition or of beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries; ; (Ciii) any acquisition or of beneficial ownership by any corporation (including without limitation an acquisition in a transaction of the nature described in Section 1(a)(ii5.1(c)) with respect to which, immediately following such acquisition, more than 70%, respectively, of (x) the combined voting power of the Company’s 's then outstanding Voting Securities and (y) the Common Stock is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned the Voting Securities and Common Stock, respectively, of the Company immediately prior to such acquisition in substantially the same proportions as their ownership of such Voting Securities and Common Stock, as the case may be, immediately prior to such acquisition; or. (Db) Continuing Directors shall not constitute a majority of the members of the Board. For purposes of this Section 5.1(b), "Continuing Directors" shall mean: (i) individuals who, on the date hereof, are directors of the Company, (ii) individuals elected as directors of the Company subsequent to the date hereof for whose election proxies shall have been solicited by the Board, or (iii) any acquisition individual elected or appointed by the Board to fill vacancies on the Board caused by death or resignation (but not by removal) or to fill newly-created directorships, provided that a "Continuing Director" shall not include an individual whose initial assumption of Voting Securities office occurs as a result of an actual or Common Stock directly from threatened election contest with respect to the Company; andthreatened election or removal of directors (or other actual or threatened solicitation of proxies or consents) by or on behalf of any person other than the Board.

Events. No amounts or benefits shall be payable or provided for pursuant to this Agreement unless an Event shall occur during the Term of this Agreement. (a) For purposes of this Agreement, an “Event” shall be deemed to have occurred if any of the following occur: (i) Any “person” (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “Exchange Act”)) acquires or becomes a “beneficial owner” (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of the Company or the Bank representing 3035% or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors (“Voting Securities”) then outstanding or 30% or more of the shares of common stock of the Company (“Common Stock”) outstanding), provided, however, that the following shall not constitute an Event pursuant to this Section 1(a)(i2(a)(i): (A) any acquisition or of beneficial ownership by the Company Company, the Bank or a subsidiary of the CompanyCompany or the Bank; (B) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company Company, the Bank or one or more of its their subsidiaries; (C) any acquisition or beneficial ownership by any corporation (including without limitation an acquisition in a transaction of the nature described in Section 1(a)(ii2(a)(iii)) with respect to which, immediately following such acquisition, more than 7065%, respectively, of (x) the combined voting power of the Company’s or the Bank’s then outstanding Voting Securities and (y) the Company’s or the Bank’s then outstanding common stock (the “Common Stock Stock”) is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock, respectively, of the Company or the Bank immediately prior to such acquisition in substantially the same proportions as their ownership of such Voting Securities and Common Stock, as the case may be, immediately prior to such acquisition; or; (D) any acquisition of Voting Securities or Common Stock directly from the Company or the Bank; (ii) Continuing Directors shall not constitute a majority of the members of the Board of Directors of the Company; and. For purposes of this Section 2(a)(ii), “Continuing Directors” shall mean: (A) individuals who, on the date hereof, are directors of the Company, (B) individuals elected as directors of the Company subsequent to the date hereof for whose election proxies shall have been solicited by the Board of Directors of the Company or (C) any individual elected or appointed by the Board of Directors of the Company to fill vacancies on the Board of Directors of the Company caused by death or resignation (but not by removal) or to fill newly-created directorships, provided that a “Continuing Director” shall not include an individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the threatened election or removal of directors (or other actual or threatened solicitation of proxies or consents) by or on behalf of any person other than the Board of Directors of the Company;

Events. No amounts or benefits shall be payable or provided for pursuant to this Agreement unless an Event shall occur during the Term of this Agreement. (a) For purposes of this Agreement, an “"Event” " shall be deemed to have occurred if any of the following occur: (i) Any “"person” " (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “"Exchange Act”")) acquires or becomes a “"beneficial owner” " (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of the Company or the Bank representing 3035% or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors (“"Voting Securities”) then outstanding or 30% or more of the shares of common stock of the Company (“Common Stock”) outstanding"), provided, however, that the following shall not constitute an Event pursuant to this Section 1(a)(i2(a)(i): (A) any acquisition or of beneficial ownership by the Company Company, the Bank or a subsidiary of the CompanyCompany or the Bank; (B) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company Company, the Bank or one or more of its their subsidiaries; (C) any acquisition or beneficial ownership by any corporation (including without limitation an acquisition in a transaction of the nature described in Section 1(a)(ii2(a)(iii)) with respect to which, immediately following such acquisition, more than 7065%, respectively, of (x) the combined voting power of the Company’s 's or the Bank's then outstanding Voting Securities and (y) the Company's or the Bank's then outstanding common stock (the "Common Stock Stock") is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock, respectively, of the Company or the Bank immediately prior to such acquisition in substantially the same proportions as their ownership of such Voting Securities and Common Stock, as the case may be, immediately prior to such acquisition; or; (D) any acquisition of Voting Securities or Common Stock directly from the Company or the Bank; (ii) Continuing Directors shall not constitute a majority of the members of the Board of Directors of the Company; and. For purposes of this Section 2(a)(ii), "Continuing Directors" shall mean: (A) individuals who, on the date hereof, are directors of the Company, (B) individuals elected as directors of the Company subsequent to the date hereof for whose election proxies shall have been solicited by the Board of Directors of the Company or (C) any individual elected or appointed by the Board of Directors of the Company to fill vacancies on the Board of Directors of the Company caused by death or resignation (but not by removal) or to fill newly-created directorships, provided that a "Continuing Director" shall not include an individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the threatened election or removal of directors (or other actual or threatened solicitation of proxies or consents) by or on behalf of any person other than the Board of Directors of the Company;

Events. No amounts or benefits shall be payable or provided for pursuant to this Agreement unless an Event shall occur during the Term of this Agreement. (a) For purposes of this Agreement, an “Event” shall be deemed to have occurred if any of the following occur: (i) Any “person” (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “Exchange Act”)) acquires or becomes a “beneficial owner” (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, in one or a series of related transactions, of securities of the Company representing 30% or more of the combined voting power of the Company’s securities entitled to vote generally in the election of directors (“Voting Securities”) then outstanding or 30% or more of the shares of common stock of the Company (“Common Stock”) outstanding, provided, however, that the following shall not constitute an Event pursuant to this Section 1(a)(i): (A) any acquisition or beneficial ownership by the Company or a subsidiary of the Company; (B) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries; (C) any acquisition or beneficial ownership by any corporation (including without limitation an acquisition in a transaction of the nature described in Section 1(a)(ii1(a)(iii)) with respect to which, immediately following such acquisition, more than 70%, respectively, of (x) the combined voting power of the Company’s then outstanding Voting Securities and (y) the Common Stock is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock, respectively, of the Company immediately prior to such acquisition in substantially the same proportions as their ownership of such Voting Securities and Common Stock, as the case may be, immediately prior to such acquisition; or (D) any acquisition of Voting Securities or Common Stock directly from the Company; andor (ii) Continuing Directors shall not constitute a majority of the members of the Board of Directors of the Company. For purposes of this Section 1(a)(ii), “Continuing Directors” shall mean: (A) individuals who, on the date hereof, are directors of the Company, (B) individuals elected as directors of the Company subsequent to the date hereof for whose election proxies shall have been solicited by the Board of Directors of the Company or (C) any individual elected or appointed by the Board of Directors of the Company to fill vacancies on the Board of Directors of the Company caused by death or resignation (but not by removal) or to fill newly-created directorships, provided that a “Continuing Director” shall not include an individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the threatened election or removal of directors (or other actual or threatened solicitation of proxies or consents) by or on behalf of any person other than the Board of Directors of the Company; or

Events. No amounts or benefits shall be payable or provided In the event that, following the Stock Acquisition Date (which for pursuant to this Agreement unless an Event shall occur during the Term of this Agreement. (a) For purposes of this Agreement, an “Event” Section 13(a) only shall be deemed to have occurred if any also include the date of the following occur: first public announcement (i) Any “person” (as defined in Sections including, without limitation, a report filed pursuant to Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “Exchange Act”)) acquires or becomes a “beneficial owner” (as defined in Rule 13d-3 or any successor rule under the Exchange Act)) that any Person (other than the Company, directly or indirectlyany Subsidiary of the Company, of securities any employee benefit plan of the Company representing 30% or more of the combined voting power any Subsidiary of the Company’s securities entitled , or any Person or entity organized, appointed or established by the Company for or pursuant to vote generally in the election terms of directors (“Voting Securities”) then outstanding or 30any such plan), together with any of such Person's Affiliates and Associates, has become the Beneficial Owner of 15% or more of the shares of common stock Common Stock then outstanding pursuant to a Qualifying Offer), directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company (“Common Stock”in a transaction that complies with Section 11(n) outstandinghereof), provided, however, that and the following Company shall not constitute an Event pursuant to this Section 1(a)(i): be the continuing or surviving corporation of such consolidation or merger, (Ay) any acquisition or beneficial ownership by Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(n) hereof) shall consolidate with, or a subsidiary merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Company; outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (Bz) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company shall sell or otherwise transfer (or one or more of its subsidiaries; (C) any acquisition Subsidiaries shall sell or beneficial ownership by any corporation (including without limitation an acquisition otherwise transfer), in one transaction or a transaction series of related transactions, assets or earning power aggregating more than 50% of the nature described in Section 1(a)(ii)) with respect to which, immediately following such acquisition, more than 70%, respectively, of (x) the combined voting assets or earning power of the Company’s then outstanding Voting Securities Company and its Subsidiaries (ytaken as a whole) to any Person or Persons (other than the Common Stock is then beneficially owned, directly Company or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock, respectively, any Subsidiary of the Company in one or more transactions each of which complies with Section 11(n) hereof), then, upon the first occurrence of such event (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such acquisition in substantially first occurrence), and (2) dividing that product (which, following the same proportions first occurrence of a Section 13 Event, shall be referred to as their ownership the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Voting Securities Principal Party on the date of consummation, provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Agreement to reflect any events occurring in respect of such Principal Party after the date of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 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 the case nearly as reasonably may be, immediately prior in relation to such acquisition; or (D) any acquisition its shares of Voting Securities or Common Stock directly from thereafter deliverable upon the Companyexercise of the Rights; andand (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Events. No amounts or benefits shall be payable or provided for pursuant to this Agreement unless an Event shall occur during the Term of this Agreement. (a) For purposes of this Agreement, an “"Event” " shall be deemed to have occurred if any of the following occur: (i) Any “"person” " (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “"Exchange Act”")) acquires or becomes a “"beneficial owner” " (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of the Company representing 3035% or more of the combined voting power of the Company’s 's then outstanding securities entitled to vote generally in the election of directors (“"Voting Securities”) then outstanding or 30% or more of the shares of common stock of the Company (“Common Stock”) outstanding"), provided, however, that the following shall not constitute an Event pursuant to this Section 1(a)(i2(a)(i): (A) any acquisition or beneficial ownership by the Company or a subsidiary of the Company; (B) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries; (C) any acquisition or beneficial ownership by any corporation (including without limitation an acquisition in a transaction of the nature described in Section 1(a)(ii2(a)(iii)) with respect to which, immediately following such acquisition, more than 7065%, respectively, of (x) the combined voting power of the Company’s 's then outstanding Voting Securities and (y) the Company's then outstanding common stock (the "Common Stock Stock") is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock, respectively, of the Company immediately prior to such acquisition in substantially the same proportions as their ownership of such Voting Securities and Common Stock, as the case may be, immediately prior to such acquisition; or; (D) any acquisition of Voting Securities or Common Stock directly from the Company; and; (E) any acquisition or beneficial ownership of Voting Securities or Common Stock by Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxxx or trusts controlled by either; (ii) Continuing Directors shall not constitute a majority of the members of the Board of Directors of the Company. For purposes of this Section 2(a)(ii), "Continuing Directors" shall mean: (A) individuals who, on the date hereof, are directors of the Company, (B) individuals elected as directors of the Company subsequent to the date hereof for whose election proxies shall have been solicited by the Board of Directors of the Company or (C) any individual elected or appointed by the Board of Directors of the Company to fill vacancies on the Board of Directors of the Company caused by death or resignation (but not by removal) or to fill newly-created directorships, provided that a "Continuing Director" shall not include an individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the threatened election or removal of directors (or other actual or threatened solicitation of proxies or consents) by or on behalf of any person other than the Board of Directors of the Company;

Events. No amounts or benefits shall be payable or provided for pursuant to this Agreement unless an Event shall occur during the Term (as defined in Section 12 of this Agreement). (a) For purposes of this Agreement, an “Event” shall be deemed to have occurred if any of the following occur: (i) Both (x) and (y) of this Section 1(a)(i) occur. (x) Any “person” (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “Exchange Act”)) acquires or becomes a “beneficial owner” (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s securities entitled to vote generally in the election of directors (“Voting Securities”) then outstanding or 30% or more of the shares of common stock of the Company (“Common Stock”) outstanding, provided, however, that the following shall not constitute an Event pursuant to this Section 1(a)(i): (A) any acquisition or beneficial ownership by the Company or a subsidiary of the Company; (B) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries; (C) any acquisition or beneficial ownership by any corporation (including without limitation an acquisition in a transaction of the nature described in Section 1(a)(ii)) with respect to which, immediately following such acquisition, more than 70%, respectively, of (x) the combined voting power of the Company’s then outstanding Voting Securities and (y) the Common Stock is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock, respectively, of the Company immediately prior to such acquisition in substantially the same proportions as their ownership of such Voting Securities and Common Stock, as the case may be, immediately prior to such acquisition; or (D) any acquisition of Voting Securities or Common Stock directly from the Company; and (y) Continuing Directors shall not constitute a majority of the members of the Board of Directors of the Company. For purposes of this Section 1(a)(i), “Continuing Directors” shall mean: (A) individuals who, on the date hereof, are directors of the Company, (B) individuals elected as directors of the Company subsequent to the date hereof for whose election proxies shall have been solicited by the Board of Directors of the Company or (C) any individual elected or appointed by the Board of Directors of the Company to fill vacancies on the Board of Directors of the Company caused by death or resignation (but not by removal) or to fill newly-created directorships, provided that a “Continuing Director” shall not include an individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the threatened election or removal of directors (or other actual or threatened solicitation of proxies or consents) by or on behalf of any person other than the Board of Directors of the Company; or

Events. No amounts or benefits shall be payable or provided for pursuant to this Agreement unless an Event shall occur during the Term of this Agreement. (a) For purposes of this Agreement, an “"Event” " shall be deemed to have occurred if any of the following occur: (i) Any “"person” " (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “"Exchange Act”")) acquires or becomes a “"beneficial owner” " (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s 's securities entitled to vote generally in the election of directors (“"Voting Securities”") then outstanding or 30% or more of the shares of common stock of the Company (“"Common Stock”") outstanding, provided, however, that the following shall not constitute an Event pursuant to this Section 1(a)(i): (A) any acquisition or beneficial ownership by the Company or a subsidiary of the Company; (B) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries; (C) any acquisition or beneficial ownership by any corporation (including without limitation an acquisition in a transaction of the nature described in Section 1(a)(ii)) with respect to which, immediately following such acquisition, more than 70%, respectively, of (x) the combined voting power of the Company’s 's then outstanding Voting Securities and (y) the Common Stock is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock, respectively, of the Company immediately prior to such acquisition in substantially the same proportions as their ownership of such Voting Securities and Common Stock, as the case may be, immediately prior to such acquisition; or (D) any acquisition of Voting Securities or Common Stock directly from the Company; and

Events. No amounts or benefits shall be payable or provided for pursuant to this Agreement unless an Event shall occur during the Term of this Agreement.CAUSING DISSOLUTION ------------ -------------------------- (a) For purposes of this Agreement, an “Event” The Company shall be deemed to have occurred if dissolved and its affairs wound up upon the occurrence of any of the following occurevents: (i1) Any “person” (as defined in Sections 13(dA) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “Exchange Act”)) acquires or becomes a “beneficial owner” (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities acquisition of the Company representing 30% by another entity by means of any transaction or more series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the combined voting power purpose of changing the domicile of the Company’s securities entitled to vote generally ) in the election of directors (“Voting Securities”) then outstanding or 30% or more of the shares of common stock which Percentage Interests of the Company (“Common Stock”) outstandingare exchanged for securities or other consideration issued, provided, however, that the following shall not constitute an Event pursuant or caused to this Section 1(a)(i): (A) any acquisition or beneficial ownership be issued by the Company acquiring entity or a its subsidiary of the Company; (an "Acquisition"), or (B) any acquisition a sale, lease, ----------- exchange or beneficial ownership by any employee benefit plan other transfer (in one transaction or related trusta series of transactions) sponsored or maintained by the Company or one or more of its subsidiaries; (C) any acquisition or beneficial ownership by any corporation (including without limitation an acquisition in a transaction of the nature described in Section 1(a)(ii)) with respect to which, immediately following such acquisition, more than 70%, respectively, of (x) the combined voting power of the Company’s then outstanding Voting Securities and (y) the Common Stock is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock, respectively, assets of the Company (an "Asset Transfer") unless in each case the holders of the Partnership Interests as constituted immediately prior to such acquisition Acquisition or sale will, immediately after such Acquisition or sale (by virtue of securities issued as consideration for the Company's Acquisition or sale or otherwise) hold at least 50% of the voting power of the surviving, continuing or purchasing entity, or (ii) provided, however, that if, in substantially connection with such sale or other disposition, the same proportions as their ownership Company receives a promissory note or notes evidencing all or a part of the purchase price of such Voting Securities and Common Stockassets, as the case may beCompany shall not be dissolved until such promissory note(s) is (are) satisfied, immediately prior to such acquisitionsold or otherwise disposed of; or (D2) any acquisition the consent in writing by the Partners, acting unanimously, that the Company shall be dissolved. (b) The Company shall not be dissolved by the resignation, withdrawal, bankruptcy or dissolution of Voting Securities or Common Stock directly from a Partner and the Company; and's business shall continue pursuant to Section 17-801 of the Act. In the event of the withdrawal of the General Partner, within 90 days after such withdrawal, the Limited Partner shall appoint, effective as of the date of the withdrawal, a replacement general partner or general partners for the Company by the affirmative vote of the Limited Partners owning at least fifty-one percent (51%) of the total Percentage Interests of all Limited Partners.

Events. No amounts or benefits shall be payable or provided In the event that, following the Stock ----------------- Acquisition Date (which for pursuant to this Agreement unless an Event shall occur during the Term of this Agreement. (a) For purposes of this Agreement, an “Event” Section 13(a) only shall be deemed to have occurred if any also include the date of the following occur: first public announcement (i) Any “person” (as defined in Sections including, without limitation, a report filed pursuant to Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “Exchange Act”)) acquires or becomes a “beneficial owner” (as defined in Rule 13d-3 or any successor rule under the Exchange Act)) that any Person (other than the Company, directly or indirectlyany Subsidiary of the Company, of securities any employee benefit plan of the Company representing 30% or more of the combined voting power any Subsidiary of the Company’s securities entitled , or any Person or entity organized, appointed or established by the Company for or pursuant to vote generally in the election terms of directors (“Voting Securities”) then outstanding or 30any such plan), together with any of such Person's Affiliates and Associates, has become the Beneficial Owner of 15% or more of the shares of common stock Common Stock then outstanding pursuant to a Qualifying Offer), directly or indirectly, (x) the Company shall consolidate with, or merge with and into, any other Person (other than a Subsidiary of the Company (“Common Stock”in a transaction that complies with Section 11(o) outstandinghereof), provided, however, that and the following Company shall not constitute an Event pursuant to this Section 1(a)(i): be the continuing or surviving corporation of such consolidation or merger, (Ay) any acquisition or beneficial ownership by Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with, or a subsidiary merge with or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the Company; outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (Bz) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company shall sell or otherwise transfer (or one or more of its subsidiaries; (C) any acquisition Subsidiaries shall sell or beneficial ownership by any corporation (including without limitation an acquisition otherwise transfer), in one transaction or a transaction series of related transactions, assets or earning power aggregating more than 50% of the nature described in Section 1(a)(ii)) with respect to which, immediately following such acquisition, more than 70%, respectively, of (x) the combined voting assets or earning power of the Company’s then outstanding Voting Securities Company and its Subsidiaries (ytaken as a whole) to any Person or Persons (other than the Common Stock is then beneficially owned, directly Company or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock, respectively, any Subsidiary of the Company in one or more transactions each of which complies with Section 11(o) hereof), then, upon the first occurrence of such event (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that: (i) each holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, in accordance with the terms of this Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one- thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such acquisition in substantially first occurrence), and (2) dividing that product (which, following the same proportions first occurrence of a Section 13 Event, shall be referred to as their ownership the "Purchase Price" for each Right and for all purposes of this Agreement) by 50% of the Current Market Price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Voting Securities Principal Party on the date of consummation, provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Agreement to reflect any events occurring in respect of such Principal Party after the date of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 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 the case nearly as reasonably may be, immediately prior in relation to such acquisition; or (D) any acquisition its shares of Voting Securities or Common Stock directly from thereafter deliverable upon the Companyexercise of the Rights; andand (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Events. No amounts or benefits shall be payable or provided for pursuant to this Agreement unless an Event shall occur during the Term of this Agreement. (a) For purposes of this Agreement, an “"Event” " shall be deemed to have occurred if any of the following occur: (i) Any “"person” " (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the “"Exchange Act”")) acquires or becomes a “"beneficial owner” " (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power EXHIBIT C of the Company’s 's securities entitled to vote generally in the election of directors (“"Voting Securities”") then outstanding or 30% or more of the shares of common stock of the Company (“"Common Stock”") outstanding, provided, however, that the following shall not constitute an Event pursuant to this Section 1(a)(i): (A) any acquisition or beneficial ownership by the Company or a subsidiary of the Company; (B) any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries; (C) any acquisition or beneficial ownership by any corporation (including without limitation an acquisition in a transaction of the nature described in Section 1(a)(ii)) with respect to which, immediately following such acquisition, more than 70%, respectively, of (x) the combined voting power of the Company’s 's then outstanding Voting Securities and (y) the Common Stock is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock, respectively, of the Company immediately prior to such acquisition in substantially the same proportions as their ownership of such Voting Securities and Common Stock, as the case may be, immediately prior to such acquisition; or (D) any acquisition of Voting Securities or Common Stock directly from the Company; and