Common use of Exchange Provision Clause in Contracts

Exchange Provision. At any time after the date on which an Acquiring Person obtains 15% or more of the Company's Common Stock and prior to the acquisition by the Acquiring Person of 50% of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for shares of Common Stock of the Company at an exchange ratio of one share of Common Stock per Right (subject to adjustment). REDEMPTION OF THE Rights will be redeemable at the Company's RIGHTS: option for $0.001 per Right at any time on or prior to the fifth day (or such later date as may be determined by the Company's Board of Directors) after public announcement that a Person has acquired beneficial ownership of 15% or more of the Company's Common Stock (the "SHARES ACQUISITION DATE"). EXPIRATION OF THE The Rights expire on the earliest of (a) RIGHTS: May 17, 2012 or (b) exchange or redemption of the Rights as described above. AMENDMENT OF TERMS The terms of the Rights and the Rights OF RIGHTS: Agreement may be amended in any respect without the consent of the Rights holders on or prior to the Distribution Date; thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the Rights holders in order to cure any ambiguities or to make changes which do not adversely affect the interests of Rights holders (other than the Acquiring Person). VOTING RIGHTS: Rights will not have any voting rights. ANTI-DILUTION Rights will have the benefit of certain PROVISIONS: customary anti-dilution provisions. TAXES: The Rights distribution should not be taxable for federal income tax purposes. However, following an event which renders the Rights exercisable or upon redemption of the Rights, stockholders may recognize taxable income. The foregoing is a summary of certain principal terms of the Stockholder Rights Plan only and is qualified in its entirety by reference to the Preferred Stock Rights Agreement dated as of May 2, 2002 between the Company and La Salle Bank National Association as Rights Agent (the "RIGHTS AGREEMENT"). The Rights Agreement may be amended from time to time. A copy of the Rights Agreement was filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A, as amended, filed on May 23, 2002. A copy of the Rights Agreement is available free of charge from the Company.

Exchange Provision. At any time after an event triggering the date on which an Acquiring Person obtains 15% flip-in or more of the Company's Common Stock flip-over rights and prior to the acquisition by the Acquiring Person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for shares of Common Stock of the Company at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). REDEMPTION OF THE Rights will be redeemable at the Company's RIGHTS: option for $0.001 0.01 THE RIGHTS: per Right at any time on or prior to the fifth tenth day (or such later date as may be determined by a majority of the Company's Board of Continuing Directors) after public announcement that a Person has acquired beneficial ownership of 15% or more of the Company's Common Stock (the "SHARES ACQUISITION DATE")Shares Acquisition Date. EXPIRATION OF THE The Rights expire on the earliest of (a) May 8, 2007, THE RIGHTS: May 17, 2012 or (b) exchange or redemption of the Rights as described above, or (c) consummation of a merger or consolidation or sale of assets resulting in expiration of the Rights as described above. AMENDMENT OF TERMS The terms of the Rights and the Rights OF RIGHTS: Agreement may be amended in any OF RIGHTS: respect without the consent of the Rights holders on or prior to the Distribution Date; thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the Rights holders in order to cure any ambiguities or to make changes which do not adversely affect the interests of Rights holders (other than the Acquiring Person). VOTING RIGHTS: Rights will not have any voting rights. ANTI-DILUTION Rights will have the benefit of certain customary anti- PROVISIONS: customary anti-dilution provisions. TAXES: The Rights distribution should not be taxable for federal income tax purposes. However, following an event which renders the Rights exercisable or upon redemption of the Rights, stockholders shareholders may recognize taxable income. The foregoing is a summary of certain principal terms of the Stockholder Shareholder Rights Plan only and is qualified in its entirety by reference to the Preferred Stock detailed terms of the Rights Agreement dated as of May 29, 2002 1997, between the Company and La Salle Bank National Association as Rights Agent (the "RIGHTS AGREEMENT"). The Rights Agreement may be amended from time to time. A copy of the Rights Agreement was filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A, as amended, filed on May 23, 2002. A copy of the Rights Agreement is available free of charge from the CompanyAgent.

Exchange Provision. At any time after the date on which an Acquiring Person obtains 154.9% or more of the Company's ’s Common Stock (other than pursuant to a Permitted Offer) and prior to the acquisition by the Acquiring Person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person or its affiliates), in whole or in part, for shares of Common Stock of the Company at an exchange ratio of one share of Common Stock Share per Right (subject to adjustment). REDEMPTION OF THE RIGHTS Rights will be redeemable at the Company's RIGHTS: ’s option for $0.001 0.0001 per Right at any time on or prior to the fifth tenth day (or such later date as may be determined by a majority of the Company's Board of Directors) after public announcement that a Person person has acquired beneficial ownership of 154.9% or more of the Company's ’s Common Stock (the "“SHARES ACQUISITION DATE"”). EXPIRATION OF THE RIGHTS The Rights expire on the earliest of (a) RIGHTS: May 17the Final Expiration Date (defined below), 2012 or (b) exchange or redemption of the Rights as described above, (c) consummation of a merger or consolidation or sale of assets resulting in expiration of the Rights as described above or (d) the consummation of a reorganization transaction entered into by the Company that the Board determines will help prevent the Company from experiencing an “Ownership Change,” as defined in Section 382 of the Code and protect the Company’s NOLs. The Final Expiration Date is April 2, 2018; provided that (i) if this Agreement shall not have been submitted for approval and approved by the requisite number of the Company’s stockholders on or before April 2, 2009, the Final Expiration Date shall be April 2, 2009 and (ii) if this Agreement is submitted for the approval and not approved by the requisite number of the Company’s stockholders, the Final Expiration Date shall be the date of such stockholder determination. AMENDMENT OF TERMS OF RIGHTS The terms of the Rights and the Rights OF RIGHTS: Agreement may be amended in any respect without the consent of the Rights holders on or prior to the Distribution Date; thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the Rights holders in order to cure any ambiguities or to make changes which do not adversely affect the interests of Rights holders (other than the Acquiring Person). VOTING RIGHTS: RIGHTS Rights will not have any voting rights. ANTI-DILUTION PROVISIONS Rights will have the benefit of certain PROVISIONS: customary anti-dilution provisions. TAXES: The Rights distribution should not be taxable for federal income tax purposes. However, following an event which renders the Rights exercisable or upon redemption of the Rights, stockholders may recognize taxable income. The foregoing is a summary of certain principal terms of the Stockholder Rights Plan only and is qualified in its entirety by reference to the Preferred Stock Rights Agreement dated as of May 2, 2002 between the Company and La Salle Bank National Association as Rights Agent (the "RIGHTS AGREEMENT"). The Rights Agreement may be amended from time to time. A copy of the Rights Agreement was filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A, as amended, filed on May 23, 2002. A copy of the Rights Agreement is available free of charge from the Company.