Common use of Exchange of Rights Clause in Contracts

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the The Board of Directors of the Company may, at its option, authorize and at any time after any Person becomes an Acquiring Person, direct the Company to, and if directed the Company shall, exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for Common SharesShares at an exchange ratio of one Common Share per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the Company, other property, or any combination Rights by the Board of Directors of the foregoingCompany may be made effective at such time, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date basis and (ii) subtracting from with such product conditions as the Exercise Price on such Record Date (the "Exchange Ratio"), and Board of Directors of the Company shall so exchange the Rightsin its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the Company to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of Common Shares equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten (10) Business Days after The Company shall promptly give public notice of any such exchange; provided, however, that the date failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, at its option, may substitute Preferred Shares (or Equivalent Preferred Shares, as such term is defined in Section 11(b) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or Equivalent Preferred Shares) for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) In the event that the aggregate number of Common Shares that are authorized by the Company's ’s Certificate of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 24, the Company may take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights. (the excess e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates that evidence fractional Common Shares. In lieu of such number fractional Common Shares, there shall be paid to the registered holders of authorized the Rights Certificates with regard to which such fractional Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights issuable, an amount in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price cash equal to the aggregate Current Market Price same fraction of the Unavailable Exchange Shares for which substitution is madecurrent market value of a whole Common Share. Subject For the purposes of this Section 24(e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 7(d11(d)(i) hereof, in ) for the event that Trading Day immediately prior to the Company takes any action date of exchange pursuant to this Section 24. (f) Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such action form and with such terms as the Board of Directors of the Company shall apply uniformly then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all outstanding Rightsof the Common Shares, fractional Preferred Shares or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, authorize and direct the Company to, and if directed the Company shall, exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common SharesShares at an exchange ratio of one Common Share per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend or similar transaction occurring after the first public announcement by the Company of the Companyadoption of this Agreement (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the Rights by the Board may be made effective at such time, other propertyon such basis, or any combination of and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by at any time after any Person (other than an Exempt Person), together with all Related Persons of such Person, becomes the number Beneficial Owner of fifty percent (50%) or more of the Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsthen outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of Common Shares equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten The Company shall promptly give public notice of any such exchange (10) Business Days after with prompt written notice thereof to the date Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, in at its option, may substitute Preferred Shares (or Equivalent Preferred Shares) for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or Equivalent Preferred Shares) for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the first public announcement by the Company of the adoption of this Agreement. (d) In the event that the aggregate number of Common Shares that are authorized by the Company's Restated Certificate of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 (24, the excess Company may either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of the Board, substitute to the extent of such number of authorized insufficiency for each Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares Share that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) a Right, cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property assets, or (v) any combination of the foregoing, in each case any event having an aggregate value, as determined in good faith by the Board (whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive for all purposes on the Rights Agent and the holders of the Rights), equal to the Current Market Price equal per Common Share (as determined pursuant to Section 11(d)(i)) for the Trading Day immediately prior to the aggregate Current Market Price date of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action exchange pursuant to this Section 24. (e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates or make Book Entry Common Share notations that evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such action fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market price of a whole Common Share. For the purposes of this Section 24(e), the current market price of a whole Common Share shall apply uniformly be the Closing Price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Without limiting the preceding sentence, the Board may (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided that such trust or other entity may not be controlled by the Company or any of its Related Persons and provided further that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all outstanding Rightsof the rights that a stockholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Related Persons of Acquiring Persons as of any time periods established by such trust or entity.

Exchange of Rights. (a) At The Board may, at its option, at any time during after the period occurrence of 180 days after a Section 11(a)(ii) Event, the Board of Directors of direct the Company mayto, at its optionand if directed the Company shall, authorize and direct the exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common SharesStock at an exchange ratio of one share of Common Stock per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the CompanyRights by the Board may be made effective at such time, other propertyon such basis, or any combination of and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by the number of Common Shares for which a Right is exercisable on such record date and at any time after any Person (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Company shall so exchange Beneficial Owner of 50% or more of the RightsCommon Stock then outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of shares of Common Stock equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten The Company shall promptly give public notice of any such exchange (10) Business Days after with prompt written notice thereof to the date Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) In the event that the aggregate number of shares of Common Shares that are Stock authorized by the Company's Certificate of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 24, the Company may take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (the excess e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such number fractional shares of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred Stock, there shall be paid to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion registered holders of the Unavailable Exchange Shares that Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable upon issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Following the action of the Board ordering the exchange of the any Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, the Company may implement such action procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holder of Rights that have become null and void pursuant to Section 7(e). Prior to effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall apply uniformly then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all outstanding Rightsor a portion (as designated by the Board) of the Common Stock, fractional shares of Preferred Stock, or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled to deem the Rights formerly held or exchangeable by such Person to be null and void pursuant to Section 7(e) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid, and non-assessable shares of Common Stock or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, authorize and direct the Company to, and if directed the Company shall, exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common SharesShares at an exchange ratio of three Common Shares per Right, one one-hundredths appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the first public announcement by the Company of Preferred Sharesthe adoption of this Agreement (such exchange ratio being hereinafter referred to as the “Exchange Ratio”); provided, debt securities however, that in connection with any exchange effected pursuant to this Section 24(a), no holder of Rights (other than an Excluded Person or an Exempt Person) shall be entitled to receive Common Shares (or other shares of capital stock of the Company) that would result in such holder, other propertytogether with such holder’s Related Persons, becoming the Beneficial Owner of more than ten percent (10%) of the then-outstanding Common Shares. The Rights Agent does not have the information necessary to make such a determination and the Company must provide written notice to the Rights Agent if any limitation on the issuance or any combination transfer of Common Shares exists under this Section. Absent such notification by the Company, the Rights Agent may conclusively presume that there is no such limitation on the issuance or transfer of Common Shares under this Section. The exchange of the Rights by the Board may be made effective at such time, on such basis, and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by at any time after any Person (other than an Excluded Person or an Exempt Person), together with all Related Persons of such Person, becomes the number Beneficial Owner of fifty percent (50%) or more of the Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsthen outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of Common Shares equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten The Company shall promptly give public notice of any such exchange (10) Business Days after with prompt written notice thereof to the date Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 27 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 27 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, in at its option, may substitute Preferred Shares (or Equivalent Preferred Shares) for Common Shares exchangeable for Rights, at the initial rate of one ten-thousandth of a Preferred Share (or Equivalent Preferred Shares) for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the first public announcement by the Company of the adoption of this Agreement. (d) In the event that the aggregate number of Common Shares that are authorized by the Company's Certificate Restated Articles of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 (24, the excess Company may either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of the Board, substitute to the extent of such number of authorized insufficiency for each Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares Share that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) a Right, cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property assets, or (v) any combination of the foregoing, in each case any event having an aggregate value, as determined in good faith by the Board (whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive for all purposes on the Rights Agent and the holders of the Rights), equal to the Current Market Price equal per Common Share (as determined pursuant to Section 11(d)(i)) for the Trading Day immediately prior to the aggregate Current Market Price date of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action exchange pursuant to this Section 24. (e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates or make Book Entry Common Share notations that evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such action fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market price of a whole Common Share. For the purposes of this Section 24(e), the current market price of a whole Common Share shall apply uniformly be the Closing Price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Without limiting the preceding sentence, the Board may, (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided, that such trust or other entity may not be controlled by the Company or any of its Related Persons and provided, further, that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all outstanding Rightsof the rights that a stockholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Related Persons of Acquiring Persons as of any time periods established by such trust or entity.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "“Exchange Ratio"”), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's ’s Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "“Unavailable Exchange Shares"”), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the The Board of Directors of the Company may, at its option, authorize and at any time after the occurrence of a Section 11(a)(ii) Event, direct the Company to, and if directed the Company shall, exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for Common SharesShares at an exchange ratio of one Common Share per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the CompanyRights by the Board of Directors of the Company may be made effective at such time, other propertyon such basis, or any combination and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number Board of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and Directors of the Company shall so not be empowered to direct the Company to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the RightsBeneficial Owner of 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the Company to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of Common Shares equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten (10) Business Days after The Company shall promptly give public notice of any such exchange; provided, however, that the date failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, at its option, may substitute Preferred Shares (or Equivalent Preferred Shares, as such term is defined in Section 11(b) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or Equivalent Preferred Shares) for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) In the event that the aggregate number of Common Shares that are authorized by the Company's ’s Certificate of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 24, the Company may take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights. (the excess e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates or Ownership Statements that evidence fractional Common Shares. In lieu of such number fractional Common Shares, there shall be paid to the registered holders of authorized the Rights Certificates with regard to which such fractional Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights issuable, an amount in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price cash equal to the aggregate Current Market Price same fraction of the Unavailable Exchange Shares for which substitution is madecurrent market value of a whole Common Share. Subject For the purposes of this Section 24(e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 7(d11(d)(i) hereof, in ) for the event that Trading Day immediately prior to the Company takes any action date of exchange pursuant to this Section 24. (f) Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such action form and with such terms as the Board of Directors of the Company shall apply uniformly then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all outstanding Rightsof the Common Shares, fractional Preferred Shares, or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.

Exchange of Rights. (a) At any time during after the period 15% Ownership Date and prior to the first date thereafter upon which a 15% Stockholder, together with all Affiliates and Associates of 180 days after a Section 11(a)(ii) Eventsuch 15% Stockholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common SharesShares at an exchange ratio (the "Exchange Ratio") per Right, one one-hundredths equal to that number of Preferred SharesCommon Shares which, debt securities as of the Company, other property, or any combination date of the foregoingBoard of Directors' action, in each case having an aggregate has a Current Market Price equal to the result obtained by (i) multiplying difference between the Exercise Price and the Current Market Price per Common Share on of the record date for such exchange by the number of Common Shares for which that each holder of a Right is exercisable would otherwise have the right to receive upon the exercise of a Right on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsdate. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with a number of Common Shares equal to the Exchange Ratio. Within ten (10) 10 Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. Neither the Company nor any of its Affiliates or Associates may, directly or indirectly, redeem, acquire or purchase for value any Rights in any manner other than (i) as specifically set forth in Section 23 hereof, (ii) as specifically set forth in this Section 24 or (iii) in connection with the purchase of Common Shares prior to the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event. (c) Notwithstanding the foregoingIn any exchange pursuant to this Section 24, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to timeat its option, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall may substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitationbut not limited to, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoingforegoing for the Common Shares exchangeable for Rights, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is madeas appropriately adjusted. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at in its optionsole discretion, authorize and direct the exchange of all, but not less than all, each of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other propertyShares or Common Share Substitutes, or any combination of the foregoingforegoing (all as determined in the sole discretion of the Board of Directors), in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio")Date, and the Company shall so exchange the Rights. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described such number of Common Shares and/or Common Share Substitutes determined in accordance with Section 24(a) in accordance with the Exchange Ratiohereof. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of exchanged for Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, and/or Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding RightsSubstitutes.

Exchange of Rights. (a) At any time during after the period 20% Ownership Date and prior to the first date thereafter upon which a 20% Stockholder, together with all Affiliates and Associates of 180 days after such 20% Stockholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, a Section 11(a)(ii) Event, majority of the Board of Directors of the Company may, at its their option, authorize and direct the Company to exchange of all, but not less than all, of the then outstanding Rights for Common SharesShares at an exchange ratio of one Common Share per Right, one one-hundredths of Preferred Sharesas such exchange ratio shall be appropriately adjusted to reflect any stock split, debt securities of the Company, other propertystock dividend, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of similar transaction involving Preferred Shares or Common Shares for which a Right is exercisable on such record that occurs after the date and (ii) subtracting from such product the Exercise Price on such Record Date hereof (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of a majority of the Board of Directors of directing the Company authorizing and directing the to exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it they may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders holder of Rights a Right shall be to receive the securities described in Section 24(a) in accordance with a number of Common Shares equal to the Exchange Ratio. Within ten (10) 10 Business Days after the date of such action, the Company shall promptly notify the Rights Agent in writing of such exchange and shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. Neither the Company nor any of its Affiliates or Associates may, directly or indirectly, redeem, acquire or purchase for value any Rights in any manner other than that specifically set forth in Section 23 hereof or in this Section 24, and other than in connection with the purchase of Common Shares prior to the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 24, (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At The Board may, at its option, at any time during after the period occurrence of 180 days after a Section 11(a)(ii) Event, the Board of Directors of direct the Company mayto, at its optionand if directed the Company shall, authorize and direct the exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common SharesStock at an exchange ratio of one share of Common Stock per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the CompanyRights by the Board may be made effective at such time, other propertyon such basis, or any combination of and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by the number of Common Shares for which a Right is exercisable on such record date and at any time after any Person (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Company shall so exchange Beneficial Owner of 50% or more of the RightsCommon Stock then outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of shares of Common Stock equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten (10) Business Days after The Company shall promptly give written notice to the date Rights Agent and public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) In the event that the aggregate number of shares of Common Shares that are Stock authorized by the Company's Certificate of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 24, the Company may take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (the excess e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such number fractional shares of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred Stock, there shall be paid to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion registered holders of the Unavailable Exchange Shares that Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable upon issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Following the action of the Board ordering the exchange of the any Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, the Company may implement such action procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holder of Rights that have become null and void pursuant to Section 7(e). Prior to effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall apply uniformly then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all outstanding Rightsor a portion (as designated by the Board) of the Common Stock, fractional shares of Preferred Stock, or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled to deem the Rights formerly held or exchangeable by such Person to be null and void pursuant to Section 7(e) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid, and nonassessable shares of Common Stock or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths thousandths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and or (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) a number of Common Shares in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during after the period 10% Ownership Date and prior to the first date thereafter upon which a 10% Stockholder, together with all Affiliates and Associates of 180 days after a Section 11(a)(ii) Eventsuch 10% Stockholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common SharesShares at an exchange ratio (the "Exchange Ratio") per Right, one one-hundredths equal to that number of Preferred SharesCommon Shares which, debt securities as of the Company, other property, or any combination date of the foregoingBoard of Directors' action, in each case having an aggregate has a Current Market Price equal to the result obtained by (i) multiplying difference between the Exercise Price and the Current Market Price per Common Share on of the record date for such exchange by the number of Common Shares for which that each holder of a Right is exercisable would otherwise have the right to receive upon the exercise of a Right on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsdate. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with a number of Common Shares equal to the Exchange Ratio. Within ten (10) 10 Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding exchanged for Common Shares. Neither the foregoingCompany nor any of its Affiliates or Associates may, directly or indirectly, redeem, acquire or purchase for value any Rights in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes any manner other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cashas specifically set forth in Section 23 hereof, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), as specifically set forth in this Section 24 or (iii) debt securities in connection with the purchase of Common Shares prior to the earlier of the Company, (iv) other property or (v) any combination date of the foregoing, in each case having an aggregate Current Market Price equal to first Section 11(a)(ii) Event or the aggregate Current Market Price date of the Unavailable Exchange Shares for which substitution is made. Subject to first Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.13(a)

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the The Board of Directors of the Company may, at its option, authorize and direct the at any time after any Person becomes an Acquiring Person, mandatorily exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e)) for Common SharesShares at an exchange ratio of one Common Share per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, other propertyany employee benefit plan of the Company or any such Subsidiary, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of entity holding Common Shares for which a Right is exercisable on or pursuant to the terms of any such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"plan), together with all Affiliates and Associates of such Person, becomes the Company shall so exchange Beneficial Owner of 50% or more of the RightsCommon Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing ordering the exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a holder of such Rights shall be to receive that number of Common Shares equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten (10) Business Days after The Company shall promptly give public notice of any such exchange; provided, however, that the date failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give mail a notice of any such exchange to all of the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent orAgent, if prior provided, however, that the failure to give, or any defect in, such notice shall not affect the Distribution Date, on the registry books validity of the transfer agent for the Common Sharessuch exchange. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become void pursuant to the provisions of Section 7(e)) held by each holder of Rights. (c) Notwithstanding In lieu of issuing Common Shares in accordance with Section 24(a) hereof, the foregoingBoard may, at its option, at any time after a Person becomes an Acquiring Person, mandatorily exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that shall have become null and void and nontransferable pursuant to Section 7(e)) for consideration per Right consisting of either (A) one-half of the securities that would be issuable at such time upon the exercise of one Right in accordance with Section 11(a) or, if applicable, Section 9(b)(ii) or 9(b)(iii), (B) if applicable, the event that cash consideration specified in Section 9(b)(i), or (C) such other cash, property, Preferred Shares, Common Shares, debt securities or any combination thereof having an aggregate value equal to the aggregate number value of the Common Shares that are authorized otherwise would have been issuable pursuant to Section 24(a), which aggregate value shall be determined by a nationally recognized investment banking firm selected by the Company's Certificate Board (the consideration issuable per Right pursuant to this Section 24(c) being the “Exchange Consideration”). For purposes of Incorporationthe preceding clause, as amended from time to timethe value of the Common Shares shall be the Market Value. Following the Distribution Date, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange the Board may suspend the exercisability of the Rights is less than for a period of up to 60 days following the aggregate number Distribution Date to the extent that the Board has not determined whether to exercise the right of exchange under this Section 24(c). In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) If the Board elects to exchange all the Rights for Common Shares issuable upon or Exchange Consideration pursuant to this Section 24 prior to the physical distribution of the Right Certificates, the Company may distribute the Common Shares or Exchange Consideration in lieu of distributing Right Certificates, in which case for purposes of this Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Right Certificates on the date of such distribution. (e) Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be effected at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Without limiting the foregoing, the Board may (i) in lieu of transferring Common Shares or Exchange Consideration contemplated by this Section 24 to the Persons entitled thereto (the “Exchange Recipients”) in connection with the exchange issue, transfer or deposit such Common Shares or Exchange Consideration to or into a trust or other Person that is not controlled by the Company or any of its Affiliates or Associates to hold such Common Shares or Exchange Consideration for the benefit of the Exchange Recipients, (ii) permit such trust or other entity to exercise all of the rights that a stockholder of record would possess with respect to any Common Shares deposited in such trust or other Person and (iii) impose such procedures as it determines to be appropriate to verify that the Exchange Recipients are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time period or periods established by the Board. In such event, the trust or other Person shall use commercially reasonable efforts to distribute the Common Shares or Exchange Consideration to the Exchange Recipients as promptly as practicable after its receipt of such property. If the Board determines, before the Distribution Date, to effect an exchange in accordance with this Section 24 (24, the excess Board may delay the occurrence of the Distribution Date to such number of authorized Common time no later than 20 calendar days after the Shares over and above such number of issuable Common Shares being hereinafter referred to Acquisition Date as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise Board determines to be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rightsadvisable.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths ten thousandths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities or other property described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights (other than Rights that have become null and void pursuant to Section 7(d)) for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price per Right equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 2424(a), or at such time and date thereafter as it the Board of Directors of the Company may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities and other property described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the Board of Directors directs the exchange of the outstanding Rights for Common Shares but the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At The Board may, at its option, at any time during after the period occurrence of 180 days after a Section 11(a)(ii) Event, the Board of Directors of direct the Company mayto, at its optionand if directed the Company shall, authorize and direct the exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common SharesStock at an exchange ratio of one share of Common Stock per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the CompanyRights by the Board may be made effective at such time, other propertyon such basis, or any combination of and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by the number of Common Shares for which a Right is exercisable on such record date and at any time after any Person (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Company shall so exchange Beneficial Owner of 50% or more of the RightsCommon Stock then outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of shares of Common Stock equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten (10) Business Days after The Company shall promptly give written notice to the date Rights Agent and public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) In the event that the aggregate number of shares of Common Shares that are Stock authorized by the Company's Certificate of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 24, the Company may take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (the excess e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such number fractional shares of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred Stock, there shall be paid to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion registered holders of the Unavailable Exchange Shares that Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable upon issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Following the action of the Board ordering the exchange of the any Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, the Company may implement such action procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holder of Rights that have become null and void pursuant to Section 7(e). Prior to effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall apply uniformly then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all outstanding Rightsor a portion (as designated by the Board) of the Common Stock, fractional shares of Preferred Stock, or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled to deem the Rights formerly held or exchangeable by such Person to be null and void pursuant to Section 7(e) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid, and non-assessable shares of Common Stock or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall promptly notify the Rights Agent in writing of such exchange and give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner provided herein provided shall be deemed given, whether or not the holder receives such notice; provided, but however, that neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At The Board may, at its option, at any time during after the period occurrence of 180 days after a Section 11(a)(ii) Event, the Board of Directors of direct the Company mayto, at its optionand if directed the Company shall, authorize and direct the exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common SharesShares at an exchange ratio of one Common Share per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the CompanyRights by the Board may be made effective at such time, other propertyon such basis, or any combination of and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by at any time after any Person (other than an Exempt Person), together with all Related Persons of such Person, becomes the number Beneficial Owner of fifty percent (50%) or more of the Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsthen outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of Common Shares equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten The Company shall promptly give public notice of any such exchange (10) Business Days after with prompt written notice thereof to the date Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, in at its option, may substitute Preferred Shares (or Equivalent Preferred Shares) for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or Equivalent Preferred Shares) for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) In the event that the aggregate number of Common Shares that are authorized by the Company's Amended and Restated Certificate of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 (24, the excess Company may either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of the Board, substitute to the extent of such number of authorized insufficiency for each Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares Share that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) a Right, cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property assets, or (v) any combination of the foregoing, in each case any event having an aggregate value, as determined in good faith by the Board (whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive for all purposes on the Rights Agent and the holders of the Rights), equal to the Current Market Price equal per Common Share (as determined pursuant to Section 11(d)(i)) for the Trading Day immediately prior to the aggregate Current Market Price date of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action exchange pursuant to this Section 24. (e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates or Ownership Statements that evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such action fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market price of a whole Common Share. For the purposes of this Section 24(e), the current market price of a whole Common Share shall apply uniformly be the Closing Price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Without limiting the preceding sentence, the Board may (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided that such trust or other entity may not be controlled by the Company or any of its Related Persons and provided further that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all outstanding Rightsof the rights that a stockholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Related Persons of Acquiring Persons as of any time periods established by such trust or entity.

Exchange of Rights. (a) At The Board may, at its option, at any time during after the period occurrence of 180 days after a Section 11(a)(ii) Event, the Board of Directors of direct the Company mayto, at its optionand if directed the Company shall, authorize and direct the exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common SharesStock at an exchange ratio of one share of Common Stock per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the CompanyRights by the Board may be made effective at such time, other propertyon such basis, or any combination of and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by the number of Common Shares for which a Right is exercisable on such record date and at any time after any Person (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Company shall so exchange Beneficial Owner of 50% or more of the RightsCommon Stock then outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of shares of Common Stock equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten (10) Business Days after The Company shall promptly give public notice of any such exchange; provided, however, that the date failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) In the event that the aggregate number of shares of Common Shares that are Stock authorized by the Company's Certificate of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 24, the Company may take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (the excess e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such number fractional shares of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred Stock, there shall be paid to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion registered holders of the Unavailable Exchange Shares that Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable upon issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Following the action of the Board ordering the exchange of the any Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, the Company may implement such action procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holder of Rights that have become null and void pursuant to Section 7(e). Prior to effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall apply uniformly then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all outstanding Rightsor a portion (as designated by the Board) of the Common Stock, fractional shares of Preferred Stock, or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled to deem the Rights formerly held or exchangeable by such Person to be null and void pursuant to Section 7(e) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid, and non-assessable shares of Common Stock or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, authorize and direct the Company to, and if directed the Company shall, exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common SharesShares at an exchange ratio of one Common Share per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend or similar transaction occurring after the first public announcement by the Company of the Companyadoption of this Agreement (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the Rights by the Board may be made effective at such time, other propertyon such basis, or any combination of and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by at any time after any Person (other than an Exempt Person), together with all Related Persons of such Person, becomes the number Beneficial Owner of fifty percent (50.0%) or more of the Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsthen outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of Common Shares equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten The Company shall promptly give public notice of any such exchange (10) Business Days after with prompt written notice thereof to the date Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, in at its option, may substitute Preferred Shares (or Equivalent Preferred Shares) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or Equivalent Preferred Shares) for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the first public announcement by the Company of the adoption of this Agreement. (d) In the event that the aggregate number of Common Shares that are authorized by the Company's Certificate Articles of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 (24, the excess Company may either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of the Board, substitute to the extent of such number of authorized insufficiency for each Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares Share that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) a Right, cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property assets, or (v) any combination of the foregoing, in each case any event having an aggregate value, as determined in good faith by the Board (whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive for all purposes on the Rights Agent and the holders of the Rights), equal to the Current Market Price equal per Common Share (as determined pursuant to Section 11(d)(i)) for the Trading Day immediately prior to the aggregate Current Market Price date of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action exchange pursuant to this Section 24. (e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates or make Book Entry Common Share notations that evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such action fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market price of a whole Common Share. For the purposes of this Section 24(e), the current market price of a whole Common Share shall apply uniformly be the Closing Price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Without limiting the preceding sentence, the Board may (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided that such trust or other entity may not be controlled by the Company or any of its Related Persons and provided further that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all outstanding Rightsof the rights that a stockholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Related Persons of Acquiring Persons as of any time periods established by such trust or entity.

Exchange of Rights. (a) At any time during after the period 20% Ownership Date and prior to the first date thereafter upon which a 20% Shareholder, together with all Affiliates and Associates of 180 days after a Section 11(a)(ii) Eventsuch 20% Shareholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the Board of Directors of the Company may, at its option, except as provided in Section 7(d) hereof, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of Shares at an exchange ratio (the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price “Exchange Ratio”) equal to the result obtained by (i) multiplying the Current Market Price per one Common Share on the record date for such exchange by the number of Common Shares for which a per Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsdate. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with a number of Common Shares equal to the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. Neither the Company nor any of its Affiliates or Associates may, directly or indirectly, redeem, acquire or purchase for value any Rights in any manner other than (i) as specifically set forth in Section 23 hereof, (ii) as specifically set forth in this Section 24 or (iii) in connection with the purchase of Common Shares prior to the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event. (c) Notwithstanding the foregoingIn any exchange pursuant to this Section 24, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to timeat its option, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall may substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitationbut not limited to, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoingforegoing for the Common Shares exchangeable for Rights, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is madeas appropriately adjusted. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At The Board may, at its option, at any time during after the period occurrence of 180 days after a Section 11(a)(ii) Event, the Board of Directors of direct the Company mayto, at its optionand if directed the Company shall, authorize and direct the exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common SharesStock at an exchange ratio of one share of Common Stock per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the CompanyRights by the Board may be made effective at such time, other propertyon such basis, or any combination of and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by the number of Common Shares for which a Right is exercisable on such record date and at any time after any Person (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"other than an Exempt Person), and together with all Related Persons of such Person, becomes the Company shall so exchange Beneficial Owner of fifty percent (50%) or more of the RightsCommon Stock then outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of shares of Common Stock equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten The Company shall promptly give public notice of any such exchange (10) Business Days after with prompt written notice thereof to the date Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, in at its option, may substitute Preferred Shares (or Equivalent Preferred Shares) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or Equivalent Preferred Shares) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) In the event that the aggregate number of shares of Common Shares that are Stock authorized by the Company's Certificate of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 (24, the excess Company may either take such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights or alternatively, at the option of the Board, substitute to the extent of such number insufficiency for each share of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares Stock that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) a Right, cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property assets, or (v) any combination of the foregoing, in each case any event having an aggregate value, as determined in good faith by the Board (whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive for all purposes on the Rights Agent and the holders of the Rights), equal to the Current Market Price equal per share of Common Stock (as determined pursuant to Section 11(d)(i)) for the Trading Day immediately prior to the aggregate Current Market Price date of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action exchange pursuant to this Section 24. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates or Ownership Statements that evidence fractional shares of Common Stock . In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such action fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market price of a whole share of Common Stock. For the purposes of this Section 24(e), the current market price of a whole share of Common Stock shall apply uniformly be the Closing Price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Without limiting the preceding sentence, the Board may (i) in lieu of issuing shares of Common Stock or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided that such trust or other entity may not be controlled by the Company or any of its Related Persons and provided further that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all outstanding Rightsof the rights that a stockholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Related Persons of Acquiring Persons as of any time periods established by such trust or entity.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange RatioEXCHANGE RATIO"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section SECTION 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(aSECTION 24 (a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall promptly notify the Rights Agent in writing of such exchange and give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner provided herein provided shall be deemed given, whether or not the holder receives such notice; PROVIDED, but HOWEVER, that neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate Articles of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section SECTION 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange SharesUNAVAILABLE EXCHANGE SHARES"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section SECTION 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section SECTION 7(d) hereof, in the event that the Company takes any action pursuant to this Section SECTION 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.not

Exchange of Rights. (a) At any time during after the period 15% Ownership Date and prior to the first date thereafter upon which a 15% Stockholder, together with all Affiliates and Associates of 180 days after a Section 11(a)(ii) Eventsuch 15% Stockholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common SharesShares at an exchange ratio (the "Exchange Ratio") per Right, one one-hundredths equal to that number of Preferred SharesCommon Shares which, debt securities as of the Company, other property, or any combination date of the foregoingBoard of Directors' action, in each case having an aggregate has a Current Market Price equal to the result obtained by (i) multiplying difference between the Exercise Price and the Current Market Price per Common Share on of the record date for such exchange by the number of Common Shares for which that each holder of a Right is exercisable would otherwise have the right to receive upon the exercise of a Right on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsdate. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with a number of Common Shares equal to the Exchange Ratio. Within ten (10) 10 Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding exchanged for Common Shares. Neither the foregoingCompany nor any of its Affiliates or Associates may, directly or indirectly, redeem, acquire or purchase for value any Rights in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes any manner other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cashas specifically set forth in Section 23 hereof, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), as specifically set forth in this Section 24 or (iii) debt securities in connection with the purchase of Common Shares prior to the earlier of the Company, (iv) other property or (v) any combination date of the foregoing, in each case having an aggregate Current Market Price equal to first Section 11(a)(ii) Event or the aggregate Current Market Price date of the Unavailable Exchange Shares for which substitution is made. Subject to first Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.13(a)

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and or (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) a number of Common Shares in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate Articles of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, authorize and direct the Company to, and if directed the Company shall, exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement (such exchange ratio being hereinafter referred to as the “Exchange Ratio”); provided, however, that in connection with any exchange effected pursuant to this Section 24(a), no holder of Rights shall be entitled to receive Common Shares (or other shares of capital stock of the Company) that would result in such holder, together with such holder’s Affiliates and Associates, becoming the Beneficial Owner of more than twelve percent (12.0%) of the then- outstanding Common Shares. If a holder would, but for the immediately preceding sentence, be entitled to receive Excess Shares, one one-hundredths then in lieu of Preferred Sharesreceiving such Excess Shares and to the extent permitted by law or orders applicable to the Company, debt securities such holder will only be entitled to receive an amount in cash or, at the election of the Company, a note or other propertyevidence of indebtedness maturing within twelve (12) months with a principal amount, or any combination of equal to the foregoing, in each case having an aggregate current per share Current Market Price equal to of a share of Common Shares at the result obtained by (i) multiplying the Current Market Price per Common Share Close of Business on the record Trading Day following the date for such exchange of exercise multiplied by the number of Excess Shares that would otherwise have been issuable to such holder. The exchange of the Rights by the Board may be made effective at such time, on such basis, and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, the Board shall not be empowered to direct the Company to effect such exchange at any time after any Person (other than an Exempt Person), together with all Related Persons of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsthen outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of Common Shares equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten The Company shall promptly give public notice of any such exchange (10) Business Days after with prompt written notice thereof to the date Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 27 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 27 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, in at its option, may substitute Preferred Shares (or Equivalent Preferred Shares) for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or Equivalent Preferred Shares) for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the first public announcement by the Company of the adoption of this Agreement. (d) In the event that the aggregate number of Common Shares that are authorized by the Company's Certificate Restated Articles of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 (24, the excess Company may either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of the Board, substitute to the extent of such number of authorized insufficiency for each Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares Share that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) a Right, cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property assets, or (v) any combination of the foregoing, in each case any event having an aggregate value, as determined in good faith by the Board (whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive for all purposes on the Rights Agent and the holders of the Rights), equal to the Current Market Price equal per Common Share (as determined pursuant to Section 11(d)(i)) for the Trading Day immediately prior to the aggregate Current Market Price date of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action exchange pursuant to this Section 24. (e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates or make Book Entry Common Share notations that evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such action fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market price of a whole Common Share. For the purposes of this Section 24(e), the current market price of a whole Common Share shall apply uniformly be the Closing Price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Without limiting the preceding sentence, the Board may (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided that such trust or other entity may not be controlled by the Company or any of its Related Persons and provided further that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all outstanding Rightsof the rights that a stockholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Related Persons of Acquiring Persons as of any time periods established by such trust or entity.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths ten thousandths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities or other property described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the Company to exchange of all, but not less than all, all or part of the then outstanding Rights (other than Rights that have become null and void pursuant to Section 7(d)) for Common Shares, Shares at an exchange ratio of one one-hundredths of Preferred SharesCommon Share per Right, debt securities of the Companyappropriately adjusted to reflect any stock split, other propertystock dividend, or any combination of similar transaction occurring after the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by date hereof (i) multiplying the Current Market Price per Common Share on the record date for such exchange by ratio being hereinafter referred to as the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "“Exchange Ratio"”), and the Company shall so exchange the Rights. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis, and with such conditions as the Board of Directors of the Company in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 2424(a), or at such time and date thereafter as it the Board of Directors of the Company may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities and other property described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the Rights Agent, and shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the Board of Directors directs the exchange of the outstanding Rights under Section 24(a), but the aggregate number of Common Shares that are authorized by the Company's ’s Certificate of Incorporation, as amended from time to timethen amended, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "“Unavailable Exchange Shares"”), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property property, or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights. (d) Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all of the Common Shares issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and or (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) a number of Common Shares in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall -------------- so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and ---------- without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with the ------------- Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall promptly notify the Rights Agent in writing of such exchange and give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner provided herein provided shall be deemed given, whether or not the holder receives such notice; provided, but however, that neither the failure to give any -------- ------- such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of ---------- authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the --------------------------- Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the ---------- Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the ------------ Company takes any action pursuant to this Section 24, such action shall apply ---------- uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner provided herein provided shall be deemed given, whether or not the holder receives such notice; provided, but however, that neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.such

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one onefive-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and or (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the a number of Common Shares or other securities described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed 32 in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "“Exchange Ratio"”), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (aSection 24(a) of this Section 24hereof, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) hereof in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall promptly notify the Rights Agent in writing of such exchange and give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner provided herein provided shall be deemed given, whether or not the holder receives such notice; provided, but however, that neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's ’s Amended and Restated Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "“Unavailable Exchange Shares"”), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during after the period 10% Ownership Date and prior to the first date thereafter upon which a 10% Stockholder, together with all Affiliates and Associates of 180 days after a Section 11(a)(ii) Eventsuch 10% Stockholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common SharesShares at an exchange ratio (the "Exchange Ratio") per Right, one one-hundredths equal to that number of Preferred SharesCommon Shares which, debt securities as of the Company, other property, or any combination date of the foregoingBoard of Directors' action, in each case having an aggregate has a Current Market Price equal to the result obtained by (i) multiplying difference between the Exercise Price and the Current Market Price per Common Share on of the record date for such exchange by the number of Common Shares for which that each holder of a Right is exercisable would otherwise have the right to receive upon the exercise of a Right on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsdate. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with a number of Common Shares equal to the Exchange Ratio. Within ten (10) 10 Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged.the (c) Notwithstanding the foregoingIn any exchange pursuant to this Section 24, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to timeat its option, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall may substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitationbut not limited to, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoingforegoing for the Common Shares exchangeable for Rights, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is madeas appropriately adjusted. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights (other than Rights that have become null and void pursuant to Section 7(d)) for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price per Right equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "“Exchange Ratio"”), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 2424(a), or at such time and date thereafter as it the Board of Directors of the Company may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities and other property described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the Rights Agent, and shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the Board of Directors directs the exchange of the outstanding Rights for Common Shares but the aggregate number of Common Shares that are authorized by the Company's ’s Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "“Unavailable Exchange Shares"”), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "“Exchange Ratio"”), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) a number of Common Shares in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights (and prompt notice thereof to the Rights Agent) by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate Articles of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "“Unavailable Exchange Shares"”), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At The Board may, at its option, at any time during after the period occurrence of 180 days after a Section 11(a)(ii) Event, the Board of Directors of direct the Company mayto, at its optionand if directed the Company shall, authorize and direct the exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common SharesStock at an exchange ratio of one share of Class A Common Stock per Class A Right and one share of Class B Common Stock per Class B Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the CompanyRights by the Board may be made effective at such time, other propertyon such basis, or any combination of and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by the number of Common Shares for which a Right is exercisable on such record date and at any time after any Person (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Company shall so exchange Beneficial Owner of 50% or more of the RightsClass B Common Stock then outstanding or 50% or more of the Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Class A Rights or Class B Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise (i) such Class A Rights shall terminate and the only right thereafter of the holders a registered holder of such Class A Rights shall be to receive that number of shares of Class A Common Stock equal to the securities described in Section 24(anumber of such Class A Rights held by such holder multiplied by the Exchange Ratio and (ii) in accordance with such Class B Rights shall terminate and the only right thereafter of a registered holder of such Class B Rights shall be to receive that number of shares of Class B Common Stock equal to the number of such Class B Rights held by such holder multiplied by the Exchange Ratio. Within ten The Company shall promptly give public notice of any such exchange (10) Business Days after with prompt written notice thereof to the date Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Class A Common Stock for Class A Rights and Class B Common Stock for Class B Rights will be effected and, in the event of any partial exchange, the number of Class A Rights and Class B Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Class A Rights or Class B Rights (other than Class A Rights or Class B Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Class A Rights or Class B Rights. (c) Notwithstanding To the foregoing, in the event that the aggregate number of Common Shares that are authorized fullest extent permitted by the Company's Certificate of Incorporation, in any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as amended from time such term is defined in Section 11(b) hereof) for Class A Common Stock exchangeable for Class A Rights or Class B Common Stock exchangeable for Class B Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Class A Common Stock or Class B Common Stock, as appropriately adjusted to timereflect stock splits, but stock dividends, and other similar transactions after the date hereof. (d) In the event the number of shares of Class A Common Stock or Class B Common Stock authorized by the Certificate of Incorporation, and which are not outstanding or reserved for issuance for purposes other than upon exercise of the Class A Rights or Class B Rights, is not sufficient to permit any exchange of the Class A Rights is less than the aggregate number of Common Shares issuable upon the exchange of the or Class B Rights as contemplated in accordance with this Section 24 24, the Company may take all such action as may be necessary to authorize additional shares of Class A Common Stock or Class B Common Stock for issuance upon exchange of the Class A Rights or Class B Rights, as the case may be. (the excess e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such number fractional shares of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred Stock, there shall be paid to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion registered holders of the Unavailable Exchange Shares that Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable upon issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Following the action of the Board ordering the exchange of the any Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, the Company may implement such action procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Class A Common Stock or Class B Common Stock (or other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have become null and void pursuant to Section 7(e). Prior to effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall apply uniformly then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all outstanding Rightsor a portion (as designated by the Board) of the Class A Common Stock, Class B Common Stock, fractional shares of Preferred Stock, or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled to deem the Rights formerly held or exchangeable by such Person to be null and void pursuant to Section 7(e) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Class A Common Stock, Class B Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid, and non-assessable shares of Class A Common Stock, Class B Common Stock or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "“Exchange Ratio"”), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) a number of Common Shares in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights (and prompt notice thereof to the Rights Agent) by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "“Unavailable Exchange Shares"”), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, authorize and direct the exchange of all, but not less than all, all or part of the then then-outstanding Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for shares of Common SharesStock at an exchange ratio of one share of MAR Common Stock per Right, one one-hundredths appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of Preferred Sharesthis Agreement (such exchange ratio being hereinafter referred to as the "Section 27(a) Exchange Ratio"). Notwithstanding the foregoing, debt securities the Board shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, other propertyany employee benefit plan of the Company or any such Subsidiary, or any combination Person holding Common Stock for or pursuant to the terms of any such employee benefit plan), together with all Affiliates or Associates of such Person, becomes the Beneficial Owner of 50% or more of the foregoing, shares of Common Stock then outstanding. Notwithstanding anything contained in each case having an aggregate Current Market Price equal this Section 27(a) to the result obtained by contrary, the Company may not exchange any Rights pursuant to this Section 27(a) unless (ix) multiplying at the Current Market Price per Common Share on time of the record date for action of the Board approving the exchange, there are then in office not less than two Specified Directors and (y) such exchange is approved by a majority of the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the RightsSpecified Directors then in office. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the any Rights pursuant to subsection (a) of this Section 2427(a), or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a holder of such Rights shall be to receive the securities described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of shares of MAR Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price Stock equal to the aggregate Current Market Price number of Rights held by such holder multiplied by the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.27

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, authorize and direct the Company to, and if directed the Company shall, exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the first public announcement by the Company of the adoption of this Agreement (such exchange ratio being hereinafter referred to as the “Exchange Ratio”); provided, however, that in connection with any exchange effected pursuant to this Section 24(a), no holder of Rights shall be entitled to receive Common Shares (or other shares of capital stock of the Company) that would result in such holder, together with such holder’s Affiliates and Associates, becoming the Beneficial Owner of more than twelve percent (12.0%) of the then-outstanding Common Shares. If a holder would, but for the immediately preceding sentence, be entitled to receive Excess Shares, one one-hundredths then in lieu of Preferred Sharesreceiving such Excess Shares and to the extent permitted by law or orders applicable to the Company, debt securities such holder will only be entitled to receive an amount in cash or, at the election of the Company, a note or other propertyevidence of indebtedness maturing within twelve (12) months with a principal amount, or any combination of equal to the foregoing, in each case having an aggregate current per share Current Market Price equal to of a share of Common Shares at the result obtained by (i) multiplying the Current Market Price per Common Share Close of Business on the record Trading Day following the date for such exchange of exercise multiplied by the number of Excess Shares that would otherwise have been issuable to such holder. The exchange of the Rights by the Board may be made effective at such time, on such basis, and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, the Board shall not be empowered to direct the Company to effect such exchange at any time after any Person (other than an Exempt Person), together with all Related Persons of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsthen outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of Common Shares equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten The Company shall promptly give public notice of any such exchange (10) Business Days after with prompt written notice thereof to the date Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 27 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 27 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, in at its option, may substitute Preferred Shares (or Equivalent Preferred Shares) for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or Equivalent Preferred Shares) for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the first public announcement by the Company of the adoption of this Agreement. (d) In the event that the aggregate number of Common Shares that are authorized by the Company's Certificate Restated Articles of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 (24, the excess Company may either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of the Board, substitute to the extent of such number of authorized insufficiency for each Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares Share that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) a Right, cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property assets, or (v) any combination of the foregoing, in each case any event having an aggregate value, as determined in good faith by the Board (whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive for all purposes on the Rights Agent and the holders of the Rights), equal to the Current Market Price equal per Common Share (as determined pursuant to Section 11(d)(i)) for the Trading Day immediately prior to the aggregate Current Market Price date of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action exchange pursuant to this Section 24. (e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates or make Book Entry Common Share notations that evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such action fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market price of a whole Common Share. For the purposes of this Section 24(e), the current market price of a whole Common Share shall apply uniformly be the Closing Price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Without limiting the preceding sentence, the Board may (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided that such trust or other entity may not be controlled by the Company or any of its Related Persons and provided further that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all outstanding Rightsof the rights that a stockholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Related Persons of Acquiring Persons as of any time periods established by such trust or entity.

Exchange of Rights. (a) At any time during after the period 15% Ownership Date and prior to the first date thereafter upon which a 15% Stockholder, together with all Affiliates and Associates of 180 days after a Section 11(a)(ii) Eventsuch 15% Stockholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common SharesShares at an exchange ratio (the "Exchange Ratio") per Right, one one-hundredths equal to that number of Preferred SharesCommon Shares which, debt securities as of the Company, other property, or any combination date of the foregoingBoard of Directors' action, in each case having an aggregate has a Current Market Price equal to the result obtained by (i) multiplying difference between the Exercise Price and the Current Market Price per Common Share on of the record date for such exchange by the number of Common Shares for which that each holder of a Right is exercisable would otherwise have the right to receive upon the exercise of a Right on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsdate. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with a number of Common Shares equal to the Exchange Ratio. Within ten (10) 10 Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.such

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the The Board of Directors of the Company may, at its option, authorize and direct the at any time after a Person becomes an Acquiring Person, mandatorily exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that shall have become null and void and nontransferable pursuant to the provisions of Section 7(e) for Common Shares, one consideration per Right consisting of one-hundredths of Preferred Shares, debt securities half of the Companysecurities that would be issuable at such time upon the exercise of one Right in accordance with Section 11(a)(ii) or, other propertyif applicable, or any combination of the foregoing, in each case having an aggregate Current Market Price equal Section 11(a)(iii)(the consideration issuable per Right pursaunt to the result obtained by (ithis Section 11A(a) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (being the "Exchange RatioConsideration"). If the Board of Directors elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11A(a) prior to the physical distribution of the Right Certificates, the Corporation may distribute the Exchange Consideration in lieu of distributing Right Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Right Certificates on the Company shall so exchange the Rightsdate of such distribution. (b) Immediately upon the Any action of the Board of Directors of the Company authorizing and directing ordering the exchange of the any Rights pursuant to subsection (aSection 11A(a) shall be irrevocable and, immediately upon the taking of this Section 24, or at such time and date thereafter as it may specify, action and without any further action and without any notice, the right to exercise Rights any such Right pursuant to Section 11(a)(ii) shall terminate and the only right thereafter of the holders a holder of Rights such Right shall be to receive the securities described Exchange Consideration in Section 24(a) in accordance with exchange for each such Right held by such holder or, if the Exchange RatioConsideration shall not have been paid or issued, to exercise any such Right pursuant to Section 13(a). Within ten (10) Business Days after The Company shall promptly give public notice of any such exchange; provided, however, that the date failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give mail a notice of any such exchange to the holders of Rights by mailing such notice to all holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common SharesAgent. Any notice that which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Rights for the Exchange Consideration will be exchanged. (c) Notwithstanding the foregoingeffected and, in the event that of any partial exchange, the aggregate number of Common Shares that are authorized by Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the Company's Certificate number of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes Rights (other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over which shall have become null and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal void and nontransferable pursuant to the aggregate Current Market Price provisions of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d7(e)) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding held by each holder of Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.being

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the The Board of Directors of the Company may, at its option, authorize and at any time on or after any the occurrence of a Flip-In Event, direct the Company to, and if directed the Company shall, exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common Shares, one one-hundredths Stock at an exchange ratio of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying in the Current Market Price per case of a Common Share on the record date for such exchange by the number Right, one share of Common Shares for which a Right is exercisable on such record date Stock per Right, and (ii) subtracting from in the case of a Preferred Right, a number of shares of Common Stock into which a holder of the Company Preferred Share could then convert such product Company Preferred Share, in each case, appropriately adjusted to reflect any stock split, stock dividend, or similar transaction occurring after the Exercise Price date hereof (each an, “Exchange Ratio”). The exchange of the Rights by the Board may be made effective at such time, on such Record Date basis, and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, the Board shall not be empowered to direct the Company to effect such exchange at any time after any Person (the "Exchange Ratio"other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Company shall so exchange Beneficial Owner of 50% or more of the RightsCommon Stock then outstanding. In the event the Board determines, before the Distribution Date, to effect an exchange, the Board may delay the occurrence of the Distribution Date to such time as the Board deems advisable; provided, that the Distribution Date must occur no later than twenty (20) days after the Stock Acquisition Date. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of shares of Common Stock equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the applicable Exchange Ratio. Within ten The Company shall promptly give public notice of any such exchange (10) Business Days after with prompt written notice thereof to the date Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for Common Stock exchangeable for Rights, at the initial rate of one ten-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) In the event that the aggregate number of shares of Common Shares that are Stock authorized by the Company's Certificate of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 24, the Company may take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (the excess e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such number fractional shares of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred Stock, there shall be paid to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion registered holders of the Unavailable Exchange Shares that Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable upon issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Following the action of the Board ordering the exchange of the any Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, the Company may implement such action procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holder of Rights that have become null and void pursuant to Section 7(e). Prior to effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall apply uniformly then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all outstanding Rightsor a portion (as designated by the Board) of the Common Stock, fractional shares of Preferred Stock, or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled to deem the Rights formerly held or exchangeable by such Person to be null and void pursuant to Section 7(e) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid, and non-assessable shares of Common Stock or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.number

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, authorize and direct the Company to, and if directed the Company shall, exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common SharesShares at an exchange ratio of three Common Shares per Right, one one-hundredths appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the first public announcement by the Company of Preferred Sharesthe adoption of this Agreement (such exchange ratio being hereinafter referred to as the “Exchange Ratio”); provided, debt securities however, that in connection with any exchange effected pursuant to this Section 24(a), no holder of Rights (other than an Excluded Person or an Exempt Person) shall be entitled to receive Common Shares (or other shares of capital stock of the Company) that would result in such holder, other propertytogether with such holder’s Related Persons, becoming the Beneficial Owner of more than ten percent (10%) of the then-outstanding Common Shares. The Rights Agent does not have the information necessary to make such a determination and the Company must provide written notice to the Rights Agent if any limitation on the issuance or any combination transfer of Common Shares exists under this Section. Absent such notification by the Company, the Rights Agent may conclusively presume that there is no such limitation on the issuance or transfer of Common Shares under this Section. The exchange of the Rights by the Board may be made effective at such time, on such basis, and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by at any time after any Person (other than an Excluded Person or an Exempt Person), together with all Related Persons of such Person, becomes the number Beneficial Owner of fifty percent (50%) or more of the Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsthen outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of Common Shares equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten The Company shall promptly give public notice of any such exchange (10) Business Days after with prompt written notice thereof to the date Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 27 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 27 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, in at its option, may substitute Preferred Shares (or Equivalent Preferred Shares) for Common Shares exchangeable for Rights, at the initial rate of one ten-thousandth of a Preferred Share (or Equivalent Preferred Shares) for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the first public announcement by the Company of the adoption of this Agreement. (d) In the event that the aggregate number of Common Shares that are authorized by the Company's Certificate Restated Articles of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 (24, the excess Company may either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of the Board, substitute to the extent of such number of authorized insufficiency for each Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares Share that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) a Right, cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property assets, or (v) any combination of the foregoing, in each case any event having an aggregate value, as determined in good faith by the Board (whose determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive for all purposes on the Rights Agent and the holders of the Rights), equal to the Current Market Price equal per Common Share (as determined pursuant to Section 11(d)(i)) for the Trading Day immediately prior to the aggregate Current Market Price date of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action exchange pursuant to this Section 24. (e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates or make Book Entry Common Share notations that evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such action fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market price of a whole Common Share. For the purposes of this Section 24(e), the current market price of a whole Common Share shall apply uniformly be the Closing Price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Without limiting the preceding sentence, the Board may, (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided, that such trust or other entity may not be controlled by the Company or any of its Related Persons and provided, further, that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all outstanding Rightsof the rights that a stockholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Related Persons of Acquiring Persons as of any time periods established by such trust or entity.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths thousandths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during after the period 15% Ownership Date and prior to the first date thereafter upon which a 15% Stockholder, together with all Affiliates and Associates of 180 days after a Section 11(a)(ii) Eventsuch 15% Stockholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common SharesShares at an exchange ratio (the "Exchange Ratio") per Right, one one-hundredths equal to that number of Preferred SharesCommon Shares which, debt securities as of the Company, other property, or any combination date of the foregoingBoard of Directors' action, in each case having an aggregate has a Current Market Price equal to the result obtained by (i) multiplying difference between the Exercise Price and the Current Market Price per Common Share on of the record date for such exchange by the number of Common Shares for which that each holder of a Right is exercisable would otherwise have the right to receive upon the exercise of a Right on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsdate. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with a number of Common Shares equal to the Exchange Ratio. Within ten (10) 10 Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. Neither the Company nor any of its Affiliates or Associates may, directly or indirectly, redeem, acquire or purchase for value any Rights in any manner other than (i) as specifically set forth in Section 23 hereof, (ii) as specifically set forth in this Section 24 or (iii) in connection with the purchase of Common Shares prior to the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a) Event. (c) Notwithstanding the foregoingIn any exchange pursuant to this Section 24, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to timeat its option, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall may substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.but not

Exchange of Rights. (a) At any time during the period of 180 days from and after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, Shares at an exchange ratio of one one-hundredths Right for such number of Preferred Shares, debt securities Common Shares of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price Company as shall equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and date, (ii) subtracting from such product the Exercise Price on such Record Date Date, and (iii) dividing such difference by the Current Market Price per Common Share on such record date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) a number of Common Shares in accordance with the Exchange Ratio. Within ten (10) 10 Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 24, (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during after the period 15% Ownership Date and prior to the first date thereafter upon which a 15% Stockholder, together with all Affiliates and Associates of 180 days after a Section 11(a)(ii) Eventsuch 15% Stockholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the Board of Directors of the Company may, at its their option, authorize and direct the Company to exchange of all, but not less than all, of the then outstanding Rights for Common SharesShares at an exchange ratio of one Common Share per Right, one one-hundredths of Preferred Sharesas such exchange ratio shall be appropriately adjusted to reflect any stock split, debt securities of the Company, other propertystock dividend, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of similar transaction involving Preferred Shares or Common Shares for which a Right is exercisable on such record that occurs after the date and (ii) subtracting from such product the Exercise Price on such Record Date hereof (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it they may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders holder of Rights a Right shall be to receive the securities described in Section 24(a) in accordance with a number of Common Shares equal to the Exchange Ratio. Within ten (10) 10 Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding exchanged for Common Shares. Neither the foregoingCompany nor any of its Affiliates or Associates may, directly or indirectly, redeem, acquire or purchase for value any Rights in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes any manner other than upon exercise that specifically set forth in Section 23 hereof or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly and other than in connection with the purchase of Common Shares prior to all outstanding Rights.the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a)

Exchange of Rights. (a) At any time during after the period 15% Ownership Date and prior to the first date thereafter upon which a 15% Stockholder, together with all Affiliates and Associates of 180 days after such 15% Stockholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, a Section 11(a)(ii) Event, majority of the Board of Directors of the Company may, at its their option, authorize and direct the Company to exchange of all, but not less than all, of the then outstanding Rights for Common SharesShares at an exchange ratio of one Common Share per Right, one one-hundredths of Preferred Sharesas such exchange ratio shall be appropriately adjusted to reflect any stock split, debt securities of the Company, other propertystock dividend, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of similar transaction involving Preferred Shares or Common Shares for which a Right is exercisable on such record that occurs after the date and (ii) subtracting from such product the Exercise Price on such Record Date hereof (the "Exchange RatioRatio "), and the Company shall so exchange the Rights. (b) Immediately upon the action of a majority of the Board of Directors of directing the Company authorizing and directing the to exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it they may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders holder of Rights a Right shall be to receive the securities described in Section 24(a) in accordance with a number of Common Shares equal to the Exchange Ratio. Within ten (10) 10 Business Days after the date of such action, the Company promptly notify the Rights Agent in writing of such exchange and shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding exchanged for Common Shares. Neither the foregoingCompany nor any of its Affiliates or Associates may, directly or indirectly, redeem, acquire or purchase for value any Rights in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes any manner other than upon exercise that specifically set forth in Section 23 hereof or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly and other than in connection with the purchase of Common Shares prior to all outstanding Rights.the earlier of the date of the first Section 11(a)(ii) Event or the date of the first Section 13(a)

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall promptly notify the Rights Agent in writing of such exchange and give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner provided herein provided shall be deemed given, whether or not the holder receives such notice; provided, but however, that neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At The Board may, at its option, at any time during after the period occurrence of 180 days after a Section 11(a)(ii) Event, the Board of Directors of direct the Company mayto, at its optionand if directed the Company shall, authorize and direct the exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for Common SharesShares at an exchange ratio of one Common Share per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the CompanyRights by the Board may be made effective at such time, other propertyon such basis, or any combination of and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by at any time after any Person (other than an Exempt Person), together with all Related Persons of such Person, becomes the number Beneficial Owner of fifty percent (50%) or more of the Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsthen outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of Common Shares equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten (10) Business Days after The Company shall promptly give public notice of any such exchange; provided, however, that the date failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, in at its option, may substitute Preferred Shares (or Equivalent Preferred Shares) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or Equivalent Preferred Shares) for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) In the event that the aggregate number of Common Shares that are authorized by the Company's Certificate Articles of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 (24, the excess Company may either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of the Board, substitute to the extent of such number of authorized insufficiency for each Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares Share that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) a Right, cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property assets, or (v) any combination of the foregoing, in each case any event having an aggregate value, as determined in good faith by the Board (whose determination shall be described in a statement filed with the Rights Agent), equal to the Current Market Price equal per Common Share (as determined pursuant to Section 11(d)(i)) for the Trading Day immediately prior to the aggregate Current Market Price date of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action exchange pursuant to this Section 24. (e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates or Ownership Statements that evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such action fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this Section 24(e), the current market value of a whole Common Share shall apply uniformly be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Without limiting the preceding sentence, the Board may (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided that such trust or other entity may not be controlled by the Company or any of its Related Persons and provided further that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all outstanding Rightsof the rights that a shareholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Related Persons of Acquiring Persons as of any time periods established by such trust or entity.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Sharesother equity securities, debt or derivative securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "“Exchange Ratio"”), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange (with prompt written notice thereof to the Rights Agent) to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's ’s Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "“Unavailable Exchange Shares"”), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At The Board may, at its option, at any time during after the period occurrence of 180 days after a Section 11(a)(ii) Event, the Board of Directors of direct the Company mayto, at its optionand if directed the Company shall, authorize and direct the exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for Common SharesShares at an exchange ratio of one Common Share per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the CompanyRights by the Board may be made effective at such time, other propertyon such basis, or any combination of and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by at any time after any Person (other than an Exempt Person), together with all Related Persons of such Person, becomes the number Beneficial Owner of fifty percent (50%) or more of the Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsthen outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of Common Shares equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten (10) Business Days after The Company shall promptly give public notice of any such exchange; provided, however, that the date failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, in at its option, may substitute Preferred Shares (or Equivalent Preferred Shares) for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or Equivalent Preferred Shares) for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) In the event that the aggregate number of Common Shares that are authorized by the Company's Certificate Amended and Restated Articles of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 (24, the excess Company may either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of the Board, substitute to the extent of such number of authorized insufficiency for each Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares Share that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) a Right, cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property assets, or (v) any combination of the foregoing, in each case any event having an aggregate value, as determined in good faith by the Board (whose determination shall be described in a statement filed with the Rights Agent), equal to the Current Market Price equal per Common Share (as determined pursuant to Section 11(d)(i)) for the Trading Day immediately prior to the aggregate Current Market Price date of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action exchange pursuant to this Section 24. (e) The Company shall not be required to issue fractions of Common Shares or to distribute certificates or Ownership Statements that evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such action fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this Section 24(e), the current market value of a whole Common Share shall apply uniformly be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Without limiting the preceding sentence, the Board may (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided that such trust or other entity may not be controlled by the Company or any of its Related Persons and provided further that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all outstanding Rightsof the rights that a stockholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Related Persons of Acquiring Persons as of any time periods established by such trust or entity.

Exchange of Rights. (a) At any time during after the period 15% Ownership Date and prior to the first date thereafter upon which a 15% Stockholder, together with all Affiliates and Associates of 180 days after a Section 11(a)(ii) Eventsuch 15% Stockholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the Board of Directors of the Company may, at its option, except as provided in Section 7(d) hereof, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having Shares at an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date ratio (the "Exchange Ratio"), and the Company shall so exchange the Rights) equal to one Common Share per Right on such date. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with a number of Common Shares equal to the Exchange Ratio. Within ten (10) 10 Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding exchanged for Common Shares. Neither the foregoingCompany nor any of its Affiliates or Associates may, directly or indirectly, redeem, acquire or purchase for value any Rights in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes any manner other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cashas specifically set forth in Section 23 hereof, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), as specifically set forth in this Section 24 or (iii) debt securities in connection with the purchase of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.Common

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding and exercisable Rights for that number of Common Shares, one one-hundredths of Preferred Shares, other equity or debt securities of the Company, other property, or any combination of the foregoingforegoing (the "Exchange Ratio"), in each case having an aggregate Current Market Price equal to the result obtained remainder calculated by subtracting (i) the Exercise Price on the record date for such exchange from (ii) the product obtained by multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio")date, and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive a number of Common Shares, one one-hundredths of Preferred Shares, debt securities of the securities described in Section 24(a) Company, other property, or any combination of the foregoing in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during after the period 15% Ownership Date and prior to the first date thereafter upon which a 15% Stockholder, together with all Affiliates and Associates of 180 days after a Section 11(a)(ii) Eventsuch 15% Stockholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the Board of Directors of the Company may, at its option, except as provided in Section 7(d) hereof, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having Shares at an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date ratio (the "Exchange Ratio"), and the Company shall so exchange the Rights) equal to one Common Share per Right on such date. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with a number of Common Shares equal to the Exchange Ratio. Within ten (10) 10 Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during after the period 20% Ownership Date and prior to the first date thereafter upon which a 20% Stockholder, together with all Affiliates and Associates of 180 days after a Section 11(a)(ii) Eventsuch 20% Stockholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common SharesShares or for units of cash, one one-hundredths of Preferred Shares, other debt or equity securities of the Company, other property, or any combination of the foregoing, in each case (the "Exchange Consideration") having an aggregate a Current Market Price equal to the result obtained by (i) multiplying difference between the Exercise Price and the Current Market Price per Common Share on of the record date for such exchange by the number of Common Shares for which that each holder of a Right is exercisable would otherwise have the right to receive upon the exercise of a Right on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rightsdate. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with the Exchange RatioConsideration. Within ten (10) 10 Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. Neither the Company nor any of its Affiliates or Associates may, directly or indirectly, redeem, acquire or purchase for value any Rights in any manner other than (i) as specifically set forth in Section 23 hereof, (ii) as specifically set forth in this Section 24 or (iii) in connection with the purchase of Common Shares prior to the first Section 11(a)(ii) Event. (c) Notwithstanding the foregoingIn any exchange pursuant to this Section 24, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to timeat its option, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall may substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents)Company, (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoingforegoing for the Common Shares exchangeable for Rights, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is madeas appropriately adjusted. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) a number of Common Shares in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights (and prompt notice thereof to the Rights Agent) by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.

Exchange of Rights. (a) At any time during after the period 15% Ownership Date and prior to the first date thereafter upon which a 15% Stockholder, together with all Affiliates and Associates of 180 days after a Section 11(a)(ii) Eventsuch 15% Stockholder, shall be the Beneficial Owner of 50% or more of the Voting Shares then outstanding, the Board of Directors of the Company may, at its option, except as provided in Section 7(d) hereof, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having Shares at an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and (ii) subtracting from such product the Exercise Price on such Record Date ratio (the "Exchange Ratio"), and the Company shall so exchange the Rights) equal to one Common Share per Right on such date. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) in accordance with a number of Common Shares equal to the Exchange Ratio. Within ten (10) 10 Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchanged. (c) Notwithstanding exchanged for Common Shares. Neither the foregoingCompany nor any of its Affiliates or Associates may, directly or indirectly, redeem, acquire or purchase for value any Rights in the event that the aggregate number of Common Shares that are authorized by the Company's Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes any manner other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cashas specifically set forth in Section 23 hereof, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), as specifically set forth in this Section 24 or (iii) debt securities in connection with the purchase of Common Shares prior to the earlier of the Company, (iv) other property or (v) any combination date of the foregoing, in each case having an aggregate Current Market Price equal to first Section 11(a)(ii) Event or the aggregate Current Market Price date of the Unavailable Exchange Shares for which substitution is made. Subject to first Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.13(a)

Exchange of Rights. (a) At The Board may, at its option, at any time during after the period occurrence of 180 days after a Section 11(a)(ii) Event, the Board of Directors of direct the Company mayto, at its optionand if so directed, authorize and direct the Company shall, exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common SharesStock at an exchange ratio of one share of Common Stock per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as, the “Exchange Ratio”). The exchange of the CompanyRights by the Board may be made effective at such time, other propertyon such basis, or any combination of and with such conditions as the Board, in its sole discretion, may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by the number of Common Shares for which a Right is exercisable on such record date and at any time after any Person (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Company shall so exchange Beneficial Owner of 50% or more of the RightsCommon Stock then outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of shares of Common Stock equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten (10) Business Days after The Company shall promptly give public notice of any such exchange; provided, however, that the date failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) In the event that the aggregate number of shares of Common Shares that are Stock authorized by the Company's Certificate of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "Unavailable Exchange Shares")24, then the Company shall substitute use its best efforts to cause all such action to be taken as may be necessary to authorize additional shares of Common Stock for the pro rata portion issuance upon exchange of the Unavailable Exchange Rights. (e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates or Book Entry Shares that evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable upon issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Following the action of the Board ordering the exchange of the any Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, the Company may implement such action procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or other consideration) issuable upon an exchange pursuant to this Section 24 is not received by any holder of Rights that have become null and void pursuant to Section 7(e). Prior to effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall apply uniformly then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all outstanding Rightsor a portion (as designated by the Board) of the Common Stock, fractional shares of Preferred Stock, or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled to deem the Rights formerly held or exchangeable by such Person to be null and void pursuant to Section 7(e) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid, and non-assessable shares of Common Stock or of other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares or other securities so issued.

Exchange of Rights. (a) At The Board may, at its option, at any time during after the period occurrence of 180 days after a Section 11(a)(ii) Event, the Board of Directors of direct the Company mayto, at its optionand if directed the Company shall, authorize and direct the exchange of all, but not less than all, all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) for Common SharesStock at an exchange ratio of one share of Common Stock per Right, one one-hundredths of Preferred Sharesappropriately adjusted to reflect any stock split, debt securities stock dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the CompanyRights by the Board may be made effective at such time, other propertyon such basis, or any combination of and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, in each case having an aggregate Current Market Price equal the Board shall not be empowered to direct the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for Company to effect such exchange by the number of Common Shares for which a Right is exercisable on such record date and at any time after any Person (ii) subtracting from such product the Exercise Price on such Record Date (the "Exchange Ratio"other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Company shall so exchange Beneficial Owner of 50% or more of the RightsCommon Stock then outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company authorizing and directing the to exchange of the any Rights pursuant to subsection (aSection 24(a) of this Section 24, or at such time and date thereafter as it may specify, hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of the holders a registered holder of such Rights shall be to receive that number of shares of Common Stock equal to the securities described in Section 24(a) in accordance with number of such Rights held by such holder multiplied by the Exchange Ratio. Within ten The Company shall promptly give public notice of any such exchange (10) Business Days after with prompt written notice to the date Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such action, the exchange. The Company promptly shall give notice of any such exchange to all of the registered holders of such Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Sharesin accordance with Section 26 hereof. Any notice that is mailed given in the manner herein provided accordance with Section 26 hereof shall be deemed given, given whether or not the holder receives such the notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights. (c) Notwithstanding In any exchange pursuant to this Section 24, the foregoingCompany, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof. (d) In the event that the aggregate number of shares of Common Shares that are Stock authorized by the Company's Certificate of Incorporation, as amended from time to time, but which are not outstanding or reserved for issuance for purposes other than upon exercise or of the Rights, is not sufficient to permit any exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights as contemplated in accordance with this Section 24 24, the Company may take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (the excess e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such number fractional shares of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred Stock, there shall be paid to as the "Unavailable Exchange Shares"), then the Company shall substitute for the pro rata portion registered holders of the Unavailable Exchange Shares that Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable upon issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Following the action of the Board ordering the exchange of the any Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, the Company may implement such action procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holder of Rights that have become null and void pursuant to Section 7(e). Prior to effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall apply uniformly then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all outstanding Rightsor a portion (as designated by the Board) of the Common Stock, fractional shares of Preferred Stock, or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled to deem the Rights formerly held or exchangeable by such Person to be null and void pursuant to Section 7(e) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid, and non-assessable shares of Common Stock or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange of Rights. (a) At any time during the period of 180 days after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, authorize and direct the exchange of all, but not less than all, of the then outstanding Rights for Common Shares, one one-hundredths of Preferred Shares, debt securities of the Company, other property, or any combination of the foregoing, in each case having an aggregate Current Market Price equal to the result obtained by (i) multiplying the Current Market Price per Common Share on the record date for such exchange by the number of Common Shares for which a Right is exercisable on such record date and or (ii) subtracting from such product the Exercise Price on such Record Date (the "“Exchange Ratio"”), and the Company shall so exchange the Rights. (b) Immediately upon the action of the Board of Directors of the Company authorizing and directing the exchange of the Rights pursuant to subsection (a) of this Section 24, or at such time and date thereafter as it may specify, and without any further action and without any notice, the right to exercise Rights shall terminate and the only right thereafter of the holders of Rights shall be to receive the securities described in Section 24(a) a number of Common Shares in accordance with the Exchange Ratio. Within ten (10) Business Days after the date of such action, the Company shall give notice of such exchange to the holders of Rights by mailing such notice to all holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent or, if prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives such notice, but neither the failure to give any such notice nor any defect therein shall affect the legality or validity of such exchange. Each such notice of exchange shall state the method by which the Rights will be exchangedexchanged for Common Shares. (c) Notwithstanding the foregoing, in the event that the aggregate number of Common Shares that are authorized by the Company's ’s Certificate of Incorporation, as amended from time to time, but not outstanding or reserved for issuance for purposes other than upon exercise or exchange of the Rights is less than the aggregate number of Common Shares issuable upon the exchange of the Rights in accordance with this Section 24 (the excess of such number of authorized Common Shares over and above such number of issuable Common Shares being hereinafter referred to as the "“Unavailable Exchange Shares"”), then the Company shall substitute for the pro rata portion of the Unavailable Exchange Shares that would otherwise be issuable upon the exchange of the Rights in accordance with this Section 24 (i) cash, (ii) other equity securities of the Company (including, without limitation, Common Share Equivalents), (iii) debt securities of the Company, (iv) other property or (v) any combination of the foregoing, in each case having an aggregate Current Market Price equal to the aggregate Current Market Price of the Unavailable Exchange Shares for which substitution is made. Subject to Section 7(d) hereof, in the event that the Company takes any action pursuant to this Section 24, such action shall apply uniformly to all outstanding Rights.