Common use of Exchange Clause in Contracts

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii) hereof) for Ordinary Shares at an exchange ratio equal to the effective Exercise Ratio per Right, appropriately adjusted to reflect any adjustment in the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board At any time after the occurrence of Directors of a Section 11(a)(ii) Event, the Company may, at its option, at any time after any Person becomes an Acquiring Personby action of the Board of Directors, exchange 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 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Companyits Subsidiaries, any employee benefit or stock ownership plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) The Board of Directors of the Company may, at its option, at At any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange 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 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Companyits Subsidiaries, any employee benefit or stock ownership plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Continuing Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) The Board of Directors of the Company (upon the approval of a majority of the Continuing Directors) may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company (upon the approval of a majority of the Continuing Directors) ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof (or a security with substantially similar rights, privileges, preferences, voting power and economic rights) such that the current per share market price of one Preferred Share (or other such security) multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof (or other such security). (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary 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.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by majority vote of the Board of Directors and a majority vote of the Continuing Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (asubsection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company shall either take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. 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) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For Common Share (as determined pursuant to the purposes second sentence of Section 1(k) hereof). (e) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection 24(e) of this paragraph (d)Section 24 and without any further action and without any notice, the current market value right to exercise such Rights shall terminate and the only right thereafter of a whole Ordinary Share holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the closing price Board of Directors in accordance with subsection 24(e) above. The Company shall give 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 exchange. The Company shall mail a Ordinary Share notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Trading Day immediately prior to Common Shares of the date Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange pursuant to this Section 24will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 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 there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares or shares of Common Stock or, in the case of certificated shares, to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at At any time after any Person becomes an -------- Acquiring Person or an Adverse Person, the Board (with the concurrence of a majority of the Continuing Directors) may, at their option, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to Section 7(e) and (ii) shall include, without limitation, any Rights issued after the provisions of Distribution Date as contemplated by Section 11(a)(ii) 22 hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoingfore- -------- ----- going, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Companyits Subsidiaries, any employee benefit or stock ownership plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, that the -------- ------- failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Common Stock Equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one Common Stock Equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of Common Stock Equivalents pursuant to the terms thereof, so that each Common Stock Equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock which are authorized by the Company's Certificate of Incorporation, as amended, but not outstanding or authorized but unissued reserved for issuance are not sufficient to permit any an exchange of Rights as contemplated in accordance with by this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which that evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall may pay to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (dSection 24(e), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price per share of a Ordinary Share for Common Stock (determined pursuant to Section 11(d)(ii) hereof) on the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by majority vote of the Board of Directors and a majority vote of the Continuing Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (asubsection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company shall either take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. 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) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For Common Share (as determined pursuant to the purposes second sentence of Section 1(k) hereof). (e) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection 24(e) of this paragraph (d)Section 24 and without any further action and without any notice, the current market value right to exercise such Rights shall terminate and the only right thereafter of a whole Ordinary Share holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the closing price Board of Directors in accordance with subsection 24(e) above. The Company shall give 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 exchange. The Company shall mail a Ordinary Share notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Trading Day immediately prior to Common Shares of the date Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange pursuant to this Section 24will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The At any time after the occurrence of a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Companyits Subsidiaries, any employee benefit or stock ownership plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of RightsRights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares Common Stock of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Stock, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Ordinary Shares Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary SharesCommon Stock. In lieu of such fractional Ordinary SharesCommon Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary 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.

Exchange. (a) The Board of Directors of the Company (upon the approval of a majority of the Continuing Directors) may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company (upon the approval of a majority of the Continuing Directors) ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) hereof held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof (or a security with substantially similar rights, privileges, preferences, voting power and economic rights) such that the current per share market price of one Preferred Share (or other such security) multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof (or other such security). (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) 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 or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereofVoid Rights) for Ordinary Common Shares at an exchange ratio equal to (the effective Exercise Ratio "EXCHANGE RATIO") of one Common Share per Right, appropriately adjusted to reflect any adjustment in each stock split, stock combination, stock dividend or similar transaction occurring after the number of Rightsdate hereof. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, Subsidiary or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more a majority of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give notice to the 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed givengiven when mailed, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereofVoid Rights) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or common stock equivalents, as such term is defined in Section 11(a)(iii) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Ordinary Common Shares, Preferred Shares issued but or common stock equivalents authorized by the Company's certificate of incorporation and not outstanding or authorized but unissued subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares, Preferred Shares or common stock equivalents for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current per share market value of a whole Ordinary Common Share. For the purposes of this paragraph (dSection 24(e), the current per share market value of a whole Ordinary Common Share shall be the closing price of a Ordinary 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at At any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange 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 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Companyits Subsidiaries, any employee benefit or stock ownership plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Voting Stock then outstanding. (b) Immediately upon the action of the Board of Continuing Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person or an Adverse Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth 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 there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares at an exchange ratio equal to the effective Exercise Ratio of one Ordinary Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such (i) Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights Rights, as the case may be, as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share shall be the closing price of a an Ordinary 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal of one share of Common Stock per Right (such exchange ratio being hereinafter referred to as the effective Exercise Ratio per Right, appropriately adjusted to reflect any adjustment in the number of Rights"Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth 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 there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the shares of Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe occurrence of a Flip-In Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio equal of one share of Common Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the effective Exercise Ratio same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of RightsRights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall may not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstandingoutstanding or (ii) the occurrence of a Flip-Over Event. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in accordance with subsection (a) of this Section 24 (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the registered holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock and/or Common Stock Equivalents for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock that are authorized by the Company's certificate of incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall may, at its option, take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system scrip evidencing fractional shares of the transfer agent which evidence fractional Ordinary SharesCommon Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d)Section 24, the current market value of a whole Ordinary Share share of Common Stock shall be the closing price Closing Price per share of a Ordinary Share Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of RightsRights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary 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.

Exchange. (a) The By the vote of a majority of the Board of Directors (upon approval by a majority of the Continuing Directors), the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio rate of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of any class of voting stock of the Ordinary Shares Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without Without any further action and without any notice, the right to exercise such the Rights shall to be so exchanged will terminate at the effective time of the action of the Board of Directors and the Continuing Directors ordering the exchange and the only right thereafter of a each holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights then outstanding by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights AgentAgent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Shares for Rights rights will be effected, effected and, in the event of any a partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock for shares of Common Stock exchangeable for the Rights, at the initial rate of one one-hundredth of a share of Preferred Stock for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall either take all such action as may be necessary to authorize additional Ordinary Shares Common Stock or Preferred Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions Rights or, alternatively, by the vote of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system a majority of the transfer agent which evidence fractional Ordinary Shares. In lieu Board of such fractional Ordinary Shares, the Company shall pay to the registered holders Directors (upon approval by a majority of the Right Certificates Continuing Directors with regard respect to which such fractional Ordinary Shares would otherwise be issuable each Right, (i) pay cash in an amount in cash equal to the same fraction Exercise Price, in lieu of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d)issuing Common Stock or Preferred Stock in exchange therefor, the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.or

Exchange. (a) The Board of Directors of the Company Board, by majority vote, may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions for shares of Section 11(a)(ii) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio, as the same may be so adjusted from time to time, being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit or stock ownership plan of the Company or of any such Subsidiary, or (iv) any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Shares Common Stock for Rights will shall be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or shares of Equivalent Preferred Stock) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or share of Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of shares of Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the each registered holders holder of the a Right Certificates Certificate with regard to which such a fractional Ordinary Shares share of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price Closing Price of a Ordinary Share share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its optionoption (provided that there are then Independent Directors in office and a majority of the Independent Directors concur), at any time and from time to time on or after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares shares of Class A Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Class A Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan"Exchange Ratio"), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant pur- suant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Class A Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the action of the Board of Directors ordering an exchange of the Rights, the Company shall promptly give public notice of any such exchangeexchange to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Class A Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for shares of Class A Common Stock exchangeable for the Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Class A Common Stock, as appropriately adjusted to reflect adjustments in the dividend rights of the Preferred Stock pursuant to the terms thereof. (d) In the event that there shall not be sufficient Ordinary Shares issued shares of Class A Common Stock or Preferred Stock issued, but not outstanding outstanding, or authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this Section 2424 or that any regulatory actions or approvals are required in connection therewith, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Class A Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions fractional shares of Ordinary Shares Class A Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Class A Common Stock pursuant to this Section 24. In lieu of such fractional Ordinary Sharesshares of Class A Common Stock, the Company shall pay to the registered regis- tered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Class A Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Class A Common Stock. For the purposes of this paragraph (dSection 24(e), the current market value of a whole Ordinary Share share of Class A Common Stock shall be the closing price of a Ordinary Share share of Class A 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) In any exchange pursuant to this Section 24, the Company, at its option, may substitute for any share of Class A Common Stock exchangeable for a Right (i) Common Stock Equivalents (ii) cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, having an aggregate value which a majority of the Independent Directors and the Board of Directors of the Company shall have determined in good faith to be equal to the Current Market Price of one share of Class A Common Stock (determined pursuant to Section 11(d) hereof) on the Trading Date immediately preceding the date of exchange pursuant to this Section 24.

Exchange. (a) 24.1 The Board of Directors of the Company may, at its option, at any time after any Person person becomes an Acquiring Person, exchange 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 11(a)(ii) 7.5 hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Personperson, becomes the Beneficial Owner of more than 50% or more of the Ordinary Common Shares then outstanding. (b) 24.2 Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 24.1 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) 7.5 hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) 24.3 The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (d)Section 24.4, the current market value of a whole Ordinary Share Common Share, shall be the closing price of a Ordinary Common Share (as determined pursuant to the second sentence of Section 11.4(a) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after the time that any Person becomes an Acquiring Person, exchange 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) and Section 11(a)(ii) hereof) for Ordinary Shares Common Stock of the Company at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction involving either the number of RightsCommon Stock or the Preferred Stock occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiarysubsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan or any trustee, administrator or fiduciary of such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 25 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) and Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 25, the event Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Stock exchangeable for Rights, at the initial rate of two-hundredth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Board of Directors of the Company shall not authorize any exchange transaction referred to in Section 25(a) hereof unless at the time such exchange is authorized there shall not be sufficient Ordinary Shares Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any the exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights25. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The At any time after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereofhereof and (ii) shall include, without limitation, any Rights issued after the Distribution Date in connection with the exercise of options pursuant to any employee benefit plan or stock option plan of the Company or any Subsidiary of the Company) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Companyits Subsidiaries, any employee benefit plan or stock ownership option plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercised only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). (b) Immediately upon the action of the Board of Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public written notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Common Stock Equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one Common Stock Equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of Common Stock Equivalents pursuant to the terms thereof, so that each Common Stock Equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock which are authorized by the Company’s Restated Certificate of Incorporation, as amended, but not outstanding or authorized but unissued reserved for issuance are not sufficient to permit any an exchange of Rights as contemplated in accordance with by this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which that evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall may pay to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (dSection 24(e), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price per share of a Ordinary Share for Common Stock (determined pursuant to Section 11(d)(ii) hereof) on the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary a number of Common Shares at an exchange ratio having a current market price equal to the effective Exercise Ratio per Right, appropriately adjusted Spread (such exchange ratio being hereinafter referred to reflect any adjustment in as the number of Rights“Exchange Ratio”). Notwithstanding the foregoing, the Company’s Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder the holders of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company shall promptly notify the Rights Agent of any such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null or void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary substitute, to authorize additional Ordinary Shares for issuance upon exchange the extent of the Rightsinsufficiency, cash, shares of a class of other equity securities of the Company, debt securities of the Company or any combination of the foregoing. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (dSection 24(d), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary Common Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company (at a time when a majority of the members of the Board of Directors the serving are Continuing Directors) may, at its option, at any time after any Person becomes an Acquiring Person or an Adverse Person, exchange 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 11(a)(ii) hereof) for Ordinary Common Shares of the Company at an exchange ratio equal to the effective Exercise Ratio of six Common Shares per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (that exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such that exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan)an Acquiring Person, together with all Affiliates and Associates of such that Acquiring Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such those Rights shall terminate and the only right thereafter of a holder of such those Rights shall be to receive that number of Ordinary Common Shares equal to the number of such those Rights held by such that holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such that notice shall not affect the validity of such that exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such those Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event that Company, at its option, may substitute a series of preferred stock of the Company ("Equivalent Preferred Stock") for Common Shares exchangeable for Rights. (d) If there shall not be sufficient Ordinary Common Shares or Equivalent Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be reasonably necessary to authorize additional Ordinary Common Shares or Equivalent Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such those fractional Ordinary Common Shares, the Company shall may, at its sole option, pay to the registered holders of the Right Certificates with regard to which such those fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (de), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary Common Share (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to before the date of exchange pursuant to this Section 24. The Board of Directors of the Company, and each of them, and the Company, shall not have any liability to any Person as a result of the exchange of Rights pursuant to the terms of this Section.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio equal of one share of Common Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the effective Exercise Ratio same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of RightsRights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall may not be empowered to effect affect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempted Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in accordance with subsection (a) of this Section 24 (which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock and/or Common Stock Equivalents for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock that is authorized by the Company's Articles of Incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall may, at its option, take all such action actions as may be necessary to authorize additional Ordinary Shares shares of Common Stock or for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system scrip evidencing fractional shares of the transfer agent which evidence fractional Ordinary SharesCommon Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d)Section 24, the current market value of a whole Ordinary Share share of Common Stock shall be the closing price per share of a Ordinary Share Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares Common Share would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph subsection (d), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Triggering Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in share split, share dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being referred to herein as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Affiliate or Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or of any such Subsidiary, Affiliate or Subsidiary of the Company or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, 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 share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Ordinary Common Shares or Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares or Preferred Shares for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (de), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after the time that any Person becomes an Acquiring Person, exchange 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) and Section 11(a)(ii) hereof) for Ordinary Shares Common Stock of the Company at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction involving either the number of RightsCommon Stock or the Preferred Stock occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiarysubsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan or any trustee, administrator or fiduciary of such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 25 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) and Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 25, the event Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Stock exchangeable for Rights, at the initial rate of one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Board of Directors of the Company shall not authorize any exchange transaction referred to in Section 25(a) hereof unless at the time such exchange is authorized there shall not be sufficient Ordinary Shares Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any the exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights25. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The At any time after any Person becomes an Acquiring Person, the Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Companyits Subsidiaries, any employee benefit or stock ownership plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) The Board of Directors of the Company Board, by majority vote, may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions for shares of Section 11(a)(ii) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio, as the same may be so adjusted from time to time, being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit or stock ownership plan of the Company or of any such Subsidiary, or (iv) any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to the Rights Agent and to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Shares Common Stock for Rights will shall be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or shares of Equivalent Preferred Stock) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or share of Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of shares of Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock or Preferred Stock authorized but unissued or issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the each registered holders holder of the Right Certificates a Rights Certificate with regard to which such a fractional Ordinary Shares share of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price Closing Price of a Ordinary Share share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at At any time after any Person becomes an Acquiring Person, a majority of the Directors may, at their option, exchange 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 11(a)(ii) hereofSECTION 7(D)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan"EXCHANGE RATIO"), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSECTION 24(A) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in SECTION 26; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner provided herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereofSECTION 7(D)) held by each holder of Rights. (c) In the event that If there shall not be sufficient Ordinary Shares Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with by this Section SECTION 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after a good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Stock, the Company may substitute common stock equivalents (as defined in SECTION 11(A)(III)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions fractional shares of Ordinary Shares Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (dSECTION 24(D), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to SECTION 11(D)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24the exchange.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary a number of Common Shares at an exchange ratio having a current market price equal to the effective Exercise Ratio per Right, appropriately adjusted Spread (such exchange ratio being hereinafter referred to reflect any adjustment in as the number of Rights“Exchange Ratio”). Notwithstanding the foregoing, the Company’s Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates Related Persons of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder the holders of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company shall promptly notify the Rights Agent of any such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary substitute, to authorize additional Ordinary Shares for issuance upon exchange the extent of the Rightsinsufficiency, cash, shares of a class of other equity securities of the Company, debt securities of the Company or any combination of the foregoing. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (dSection 24(d), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary 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.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, by resolution of its Board of Directors at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio rate of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan or employee stock ownership plan of the Company Corporation or of any such SubsidiarySubsidiary of the Corporation, or any Person or entity holding Ordinary Shares organized, appointed or established by the Corporation for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Shares Common Stock of the Corporation then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without Without any further action and without any notice, the right to exercise such the Rights shall to be so exchanged will terminate at the effective time of the action of the Board of Directors ordering the exchange and the only right thereafter of a each holder of such Rights Rights, subject to the limitations set forth in paragraph (a) of this Section, shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights then outstanding by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights AgentAgent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Shares for Rights will be effected, effected and, in the event of any a partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In The Corporation may at its option substitute, and, in the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company Corporation shall take all substitute to the extent of such action as may insufficiency, for each share of Common Stock that would otherwise be necessary to authorize additional Ordinary Shares for issuance issuable upon exchange of a Right, a number of shares of Preferred Stock or fractions thereof (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) having an aggregate current per share market price (determined pursuant to Section 11(d) hereof) equal to the Rightscurrent per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the effective date of such exchange. (da) The Company Corporation shall not not, in connection with any exchange pursuant to this Section 24, be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which that evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company Corporation shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (b) In the event that there shall not be sufficient shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Corporation shall take all such action as may be necessary to authorize additional shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering authorizing the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth 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 there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system which represent fractional shares of the transfer agent which evidence fractional Ordinary SharesCommon Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares at an exchange ratio a number of shares of Common Stock having a current market price equal to the effective Exercise Ratio per Right, appropriately adjusted Spread (such exchange ratio being hereinafter referred to reflect any adjustment in as the number of Rights“Exchange Ratio”). Notwithstanding the foregoing, the Company’s Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder the holders of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company shall promptly notify the Rights Agent of any such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Rights for Rights shares of Common Stock will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null or void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary substitute, to authorize additional Ordinary Shares for issuance upon exchange the extent of the Rightsinsufficiency, cash, shares of a class of other equity securities of the Company, debt securities of the Company or any combination of the foregoing. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary ShareCommon Stock. For the purposes of this paragraph (dSection 24(d), the current market value of a whole Ordinary Share Common Stock shall be the closing price of a Ordinary Share Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company Board, by majority vote, may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions for shares of Section 11(a)(ii) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the each registered holders holder of the a Right Certificates Certificate with regard to which such a fractional Ordinary Shares share of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at At any time after any Person becomes an Acquiring Person, the Board of Directors may, at its option, exchange 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 11(a)(ii) hereofSECTION 7(D)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan"EXCHANGE RATIO"), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSECTION 24(A) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in SECTION 26; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner provided herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereofSECTION 7(D)) held by each holder of Rights. (c) In the event that If there shall not be sufficient Ordinary Shares Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with by this Section SECTION 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after a good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Stock, the Company may substitute common stock equivalents (as defined in SECTION 11(A)(III)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions fractional shares of Ordinary Shares Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (dSECTION 24(D), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to SECTION 11(D)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24the exchange.

Exchange. (a) The Board At any time after the occurrence of Directors a Flip-in Event, a majority of the Company Continuing Directors may, at its their option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Class A Common Stock at an exchange ratio equal to of one share of Class A Common Stock per Right held by the effective Exercise Ratio holder of Class A Common Stock and for shares of Class B Common Stock at an exchange ratio of one share of Class B Common Stock per RightRight held by the holder of Class B Common Stock, in each case, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company“Exchange Ratio”). If a holder owns both Class A Common Stock and Class B Common Stock, any Subsidiary then the shares of Common Stock issued to such holder in exchange for Rights shall be apportioned pro rata based upon the Company, any employee benefit or stock ownership plan ratio of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms shares of any such plan), together with all Affiliates Class A Common Stock and Associates of Class B Common Stock held by such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Continuing Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Class A Common Stock or Class B Common Stock (as applicable) equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner provided herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In the event that If there shall not be sufficient Ordinary Shares Class A Common Stock or Class B Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with by this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Class A Common Stock or Class B Common Stock (as applicable) for issuance upon exchange of the Rights. . If the Company shall, after a good faith effort, be unable to take all such action as may be necessary to authorize such additional Class A Common Stock or Class B Common Stock (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Sharesas applicable), the Company shall pay to the registered holders may substitute other equity securities of the Right Certificates with regard to Company which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction a majority of the current market value Continuing Directors has determined to be essentially equivalent to shares of a whole Ordinary Share. For Class A Common Stock or Class B Common Stock (as applicable) in respect to dividend, liquidation and voting rights (such securities being referred to herein as “Common Stock Equivalents”) for shares of Class A Common Stock or Class B Common Stock (as applicable) exchangeable for Rights, at the purposes initial rate of this paragraph one Common Stock Equivalent for each share of Class A Common Stock or Class B Common Stock (das applicable), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall would not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoingforegoing sentence, the Board of Directors of the Company shall may not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and the only right thereafter of a holder of such Rights shall will be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall will not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange promptly to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary the number of Common Shares issued but not outstanding or authorized but unissued is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. In the event the Company is unable, after good faith effort, to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall is not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary ShareCommon Share to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable. For the purposes of this paragraph (d), the current market value of a whole Ordinary Common Share shall be means the closing price of a Ordinary 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe occurrence of a Flip-In Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio equal of one share of Common Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the effective Exercise Ratio same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of RightsRights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall may not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstandingoutstanding or (ii) the occurrence of a Flip-Over Event. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in accordance with subsection (a) of this Section 24 (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the registered holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock and/or Common Stock Equivalents for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock that are authorized by the Company's certificate of incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall may, at its option, take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system scrip evidencing fractional shares of the transfer agent which evidence fractional Ordinary SharesCommon Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d)Section 24, the current market value of a whole Ordinary Share share of Common Stock shall be the closing price Closing Price per share of a Ordinary Share Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such planplan or any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11 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 there shall not be sufficient Ordinary Shares Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchang ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for rights, at the initial rate of one two-hundredth 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 there shall not be sufficient Ordinary Shares Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary SharesCommon Stock. In lieu of such fractional Ordinary SharesCommon Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe occurrence of a Flip-In Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio equal of one share of Common Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the effective Exercise Ratio same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of RightsRights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall may not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstandingoutstanding or (ii) the occurrence of a Flip-Over Event. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in accordance with subsection (a) of this Section 24 (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the registered holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock and/or Common Stock Equivalents for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock that are authorized by the Company's certificate of incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall may, at its option, take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system scrip evidencing fractional shares of Common Stock upon exchange of the transfer agent which evidence fractional Ordinary SharesRights. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d)Section 24, the current market value of a whole Ordinary Share share of Common Stock shall be the closing price Closing Price per share of a Ordinary Share Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Exchange. (aAt any time on or after the occurrence of a Section 11(a)(ii) The Event, the Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) . Immediately upon the action effectiveness of the Board of Directors of the Company ordering the an exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares at an exchange ratio a number of shares of Common Stock having a current market price equal to the effective Exercise Ratio per Right, appropriately adjusted Spread (such exchange ratio being hereinafter referred to reflect any adjustment in as the number of Rights“Exchange Ratio”). Notwithstanding the foregoing, the Company’s Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder the holders of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company shall promptly notify the Rights Agent of any such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Rights for Rights shares of Common Stock will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null or void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary substitute, to authorize additional Ordinary Shares for issuance upon exchange the extent of the Rights.insufficiency, cash, shares of a class of other equity securities of the Company, debt securities of the Company or any combination of the foregoing. 37 CORE Rights Agreement (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary ShareCommon Stock. For the purposes of this paragraph (dSection 24(d), the current market value of a whole Ordinary Share Common Stock shall be the closing price of a Ordinary Share Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe first occurrence of a Flip-In Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio equal of one share of Common Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the effective Exercise Ratio same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of RightsRights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall may not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in accordance with subsection (a) of this Section 24 (which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock and/or Common Stock Equivalents for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock that are authorized by the Company's certificate of incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall may, at its option, to the fullest extent permitted by applicable law and regulations, take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries scrip evidencing fractional shares of Common Stock. If the Company elects not to issue fractional shares, then in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d)Section 24, the current market value of a whole Ordinary Share share of Common Stock shall be the closing price Closing Price per share of a Ordinary Share Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable exercis-able Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeex- change; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for rights, at the initial rate of one two-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient Ordinary Shares Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary SharesCommon Stock. In lieu of such fractional Ordinary SharesCommon Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary ShareCommon Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share Common Stock shall be the closing price of a Ordinary Share 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall would not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoingforegoing sentence, the Board of Directors of the Company shall may not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and the only right thereafter of a holder of such Rights shall will be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall will not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange promptly to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the (37) 42 manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary the number of Common Shares issued but not outstanding or authorized but unissued is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. In the event the Company is unable, after good faith effort, to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall is not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary ShareCommon Share to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable. For the purposes of this paragraph (d), the current market value of a whole Ordinary Common Share shall be means the closing price of a Ordinary Common Share (as determined pursuant to the second sentence of (38) 43 Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to subsection (c) below, the Company may, at its option, by majority vote of the Board of Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one (1) share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number date hereof (such exchange ratio being hereinafter referred to as the “Ratio of RightsExchange”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioRatio of Exchange. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company shall either take all such action as may be necessary to authorize additional Ordinary Shares Common Stock for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Stock in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value (as defined below), in lieu of issuing Common Stock in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by the Board of Directors by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Stock and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the current per share market price of Common Stock (determined pursuant to Section 11(d) on the date of the occurrence of the event described above in subparagraph (a)) multiplied by the number of shares of Common Stock for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional shares of Common Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. 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) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current per share market value of a whole Ordinary Share. For share of Common Stock (as determined pursuant to the purposes second sentence of Section 11(d) hereof). (e) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (e) of this paragraph (d)Section 24 and without any further action and without any notice, the current market value right to exercise such Rights shall terminate and the only right thereafter of a whole Ordinary Share holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the closing price Board of Directors in accordance with subsection (e) above. The Company shall give 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 exchange. The Company shall mail a Ordinary Share notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Trading Day immediately prior to Common Stock of the date Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange pursuant to this Section 24will state the method by which the exchange of the Rights will be effected.

Exchange. (a) 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 or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereofVoid Rights) for Ordinary Common Shares at an exchange ratio equal to (the effective Exercise Ratio “Exchange Ratio”) of one Common Share per Right, appropriately adjusted to reflect any adjustment in each stock split, stock combination, stock dividend or similar transaction occurring after the number of Rightsdate hereof. Notwithstanding the foregoing, Table of Contents the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, Subsidiary or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more a majority of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give notice to the 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed givengiven when mailed, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii) hereofVoid Rights) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or common stock equivalents, as such term is defined in Section 11(a)(iii) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Ordinary Common Shares, Preferred Shares issued but or common stock equivalents authorized by the Company’s certificate of incorporation and not outstanding or authorized but unissued subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares, Preferred Shares or common stock equivalents for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which that evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current per share market value of a whole Ordinary Common Share. For the purposes of this paragraph (dSection 24(e), the current per share market value of a whole Ordinary Common Share shall be the closing price of a Ordinary 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.. Table of Contents

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Companyits Subsidiaries, any employee benefit or stock ownership plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Triggering Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in share split, share dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being referred to herein as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Affiliate or Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or of any such Subsidiary, Affiliate or Subsidiary of the Company or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or other preferred shares that a majority of the Board of Directors determines in good faith to be equivalent to one or more Common Shares) for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or such other preferred share) for each Common Share, as appropriately adjusted to reflect the voting rights at that time of the Preferred Shares (or such other preferred shares) pursuant to the terms thereof, so that the fraction of a Preferred Share (or other preferred share) delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Ordinary Common Shares or Preferred Shares (or other preferred shares) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares or Preferred Shares (or other preferred shares) for issuance upon exchange of the Rights. (de) The Company may, but shall not be required to to, issue fractions of Ordinary Common Shares, Preferred Shares (or other preferred shares) or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of any such fractional Ordinary Sharesshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (de), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Stock Acquisition Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii11(a)(iii) hereof) for Ordinary Shares Common Stock (or Common Stock equivalents) at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number date of Rightsthis Rights Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the (i) Company, any wholly owned Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, of its wholly owned Subsidiaries or any entity holding Ordinary Shares Common Stock which was organized, appointed or established by the Company or any of its wholly owned Subsidiaries for or pursuant to the terms of any such planplan or (ii) William C. Morris or any Affiliate or Associate of William C. Morris, ox xxx Xxxxxx xxx becomes the Beneficial Owner of 15% xx xxxx xx xxx outstanding shares of Common Stock upon the death of William C. Morris by will or the laws of descent and distribution), together with all Affiliates togxxxxx xxxx xxx Xxfiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in compliance with subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights, which excludes Rights that have become void pursuant to the provisions of Section 11(a)(iii) hereof, shall be to receive that number of Ordinary Shares shares of Common Stock, or Common Stock Equivalents, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly file notice of such Board action with the Rights Agent and give 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 exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required required, pursuant to this Section 24, to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates Certificates, with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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, and the value of any Common Stock Equivalent shall be deemed to have the same current market value as the Common Stock on such date.

Exchange. (a) The Board of Directors of the Company Board, by majority vote, may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions for shares of Section 11(a)(ii) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or shares of Equivalent Preferred Stock) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or share of Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of shares of Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the each registered holders holder of the a Right Certificates Certificate with regard to which such a fractional Ordinary Shares share of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at At any time after any Person becomes an -------- Acquiring Person, a majority of the Continuing Directors may, at their option, exchange 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 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan"Exchange Ratio"), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Continuing Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, that -------- ------- the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner provided herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In the event that If there shall not be sufficient Ordinary Shares Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with by this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after a good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Stock, the Company may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions fractional shares of Ordinary Shares Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (dSection 24(d), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to Section 11(d)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24the exchange.

Exchange. (a) The Board of Directors of the Company may, at its optionoption (provided that there are then Independent Directors in office and a majority of the Independent Directors concur), at any time and from time to time on or after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan"Exchange Ratio"), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the action of the Board of Directors ordering an exchange of the Rights, the Company shall promptly give public notice of any such exchangeexchange to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for shares of Common Stock exchangeable for the Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the dividend rights of the Preferred Stock pursuant to the terms thereof. (d) In the event that there shall not be sufficient Ordinary Shares issued shares of Common Stock or Preferred Stock issued, but not outstanding outstanding, or authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this Section 2424 or that any regulatory actions or approvals are required in connection therewith, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions fractional shares of Ordinary Shares Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock pursuant to this Section 24. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (dSection 24(e), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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) In any exchange pursuant to this Section 24, the Company, at its option, may substitute for any share of Common Stock exchangeable for a Right (i) Common Stock Equivalents (ii) cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, having an aggregate value which a majority of the Independent Directors and the Board of Directors of the Company shall have determined in good faith to be equal to the Current Market Price of one share of Common Stock (determined pursuant to Section 11(d) hereof) on the Trading Date immediately preceding the date of exchange pursuant to this Section 24.

Exchange. (a) The By the vote of a majority of the Board of Directors (upon approval by a majority of the Continuing Directors), the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio rate of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of any class of voting stock of the Ordinary Shares Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without Without any further action and without any notice, the right to exercise such the Rights shall to be so exchanged will terminate at the effective time of the action of the Board of Directors and the Continuing Directors ordering the exchange and the only right thereafter of a each holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights then outstanding by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights AgentAgent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Shares for Rights rights will be effected, effected and, in the event of any a partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock for shares of Common Stock exchangeable for the Rights, at the initial rate of one one-thousandth of a share of Preferred Stock for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall either take all such action as may be necessary to authorize additional Ordinary Shares Common Stock or Preferred Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions Rights or, alternatively, by the vote of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system a majority of the transfer agent Board of Directors (upon approval by a majority of the Continuing Directors with respect to each Right, (i) pay cash in an amount equal to the Exercise Price, in lieu of issuing Common Stock or Preferred Stock in exchange therefor, or (ii) issue debt or equity securities, or a combination thereof, having a value equal to the Current Value (as hereinafter defined) of the Common Stock or Preferred Stock exchangeable for each such Right, where the value of such securities shall be determined in good faith by the Board of Directors (upon approval by a majority of the Continuing Directors), or (iii) deliver any combination of cash, property, Common Stock, Preferred Stock and/or other securities having a value equal to the Current Value in exchange for each Right. The term "Current Value," for purposes of this Section 24, shall mean the product of the per share market price of the Common Stock (determined pursuant to Section 11(d) on the date of the occurrence of the event described above in subparagraph (a)), multiplied by the number of shares of Common Stock for which evidence fractional Ordinary Sharesthe Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(d), the Board of Directors (upon approval by a majority of the Continuing Directors) may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Stock or Preferred Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In lieu the event of any such fractional Ordinary Sharessuspension, the Company shall pay to issue a public announcement stating that the registered holders exercisability of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24Rights has been temporarily suspended.

Exchange. (a) 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 or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereofVoid Rights) for Ordinary Common Shares at an exchange ratio equal to (the effective Exercise Ratio "EXCHANGE RATIO") of one Common Share per Right, appropriately adjusted to reflect any adjustment in each stock split, stock combination, stock dividend or similar transaction occurring after the number of Rightsdate hereof. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, Subsidiary or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more a majority of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give notice to the 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed givengiven when mailed, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii) hereofVoid Rights) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or common stock equivalents, as such term is defined in Section 11(a)(iii) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share, or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the "CURRENT VALUE" shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (d), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe occurrence of a Flip-In Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio equal of one share of Common Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the effective Exercise Ratio same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of RightsRights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall may not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan EXEMPT PERSON), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstandingoutstanding or (ii) the occurrence of a Flip-Over Event. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in accordance with subsection (a) of this Section 24 (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the registered holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock and/or Common Stock Equivalents for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock that are authorized by the Company's certificate of incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall may, at its option, take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system scrip evidencing fractional shares of the transfer agent which evidence fractional Ordinary SharesCommon Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d)Section 24, the current market value of a whole Ordinary Share share of Common Stock shall be the closing price Closing Price per share of a Ordinary Share Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Exchange. (a) The Board of Directors of the Company Board, by majority vote, may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions for shares of Section 11(a)(ii) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio, as the same may be so adjusted from time to time, being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit or stock ownership plan of the Company or of any such Subsidiary, or (iv) any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Shares Common Stock for Rights will shall be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or shares of Equivalent Preferred Stock) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or share of Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of shares of Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the each registered holders holder of the Right Certificates a Rights Certificate with regard to which such a fractional Ordinary Shares share of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price Closing Price of a Ordinary Share share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe later of the Distribution Date and the first occurrence of a Triggering Event, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 27(a) of this Section 24 hereof, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 27(a) hereof, the Company shall promptly give public notice of any such exchange; provided, however, that notify the failure to give, or any defect in, such notice shall not affect the validity Rights Agent in writing of such exchange. The Company promptly actions and shall mail a publicly announce such action, and within 10 calendar days thereafter shall give notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with pursuant to this Section 2427, the Company shall take all Company, at its option, may substitute for any Common Share exchangeable for a Right, (i) equivalent common shares (as such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange term is used in Section 11(a)(iii) hereof), (ii) cash, (iii) debt securities of the Rights. Company, (div) The Company shall not be required to issue fractions of Ordinary Shares other assets, or to distribute certificates or make (v) any entries in the book-entry account system combination of the transfer agent foregoing, in any event having an aggregate value which evidence fractional Ordinary Shares. In lieu the Board of such fractional Ordinary Shares, the Company Directors shall pay have determined in good faith to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph one Common Share (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for determined pursuant to Section 11(d) hereof) on the Trading Day immediately prior to preceding the date of exchange pursuant to this Section 2427.

Exchange. (a) 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 or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereofVoid Rights) for Ordinary Common Shares at an exchange ratio equal to (the effective Exercise Ratio “Exchange Ratio”) of one Common Share per Right, appropriately adjusted to reflect any adjustment in each stock split, stock combination, stock dividend or similar transaction occurring after the number of Rightsdate hereof. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, Subsidiary or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more a majority of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give written notice to the 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed givengiven when mailed, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii) hereofVoid Rights) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or common stock equivalents, as such term is defined in Section 11(a)(iii) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Ordinary Common Shares, Preferred Shares issued but or common stock equivalents authorized by the Company’s certificate of incorporation and not outstanding or authorized but unissued subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares, Preferred Shares or common stock equivalents for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which that evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current per share market value of a whole Ordinary Common Share. For the purposes of this paragraph (dSection 24(e), the current per share market value of a whole Ordinary Common Share shall be the closing price of a Ordinary 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Companyits Subsidiaries, any employee benefit or stock ownership plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, PROVIDED that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) The Board of Directors of the Company Board, by majority vote, may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions for shares of Section 11(a)(ii) hereof) for Ordinary Shares Class A Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Class A Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio, as the same may be so adjusted from time to time, being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the such Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit or stock ownership plan of the Company or of any such Subsidiary, or (iv) any entity holding Ordinary Shares Person organized, appointed or established for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner (whether such Beneficial Ownership is of shares of Class A Common Stock, shares of Class B Common Stock or shares of Class A Common Stock and Class B Common Stock)of 50% or more of the Ordinary Shares shares of Class A Common Stock and Class B Common Stock (taken together as a single class, treating each share of Class B Common Stock outstanding as one share of Class A Common Stock outstanding for the purposes of calculating such Beneficial Ownership) then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder holders of such Rights shall be to receive that number of Ordinary Shares shares of Class A Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Shares Class A Common Stock for Rights will shall be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares shares of Class A Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Class A Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Class A Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Class A Common Stock. In lieu of such fractional Ordinary Sharesshares of Class A Common Stock, the Company shall pay to the each registered holders holder of the Right Certificates a Rights Certificate with regard to which such a fractional Ordinary Shares share of Class A Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Class A Common Stock. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share share of Class A Common Stock shall be the closing price Closing Price of a Ordinary Share share of Class A Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, direct the Company to, and if so directed, the Company shall, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions provision of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock of the Company at an exchange ratio equal to of one share of Common Stock of the effective Exercise Ratio Company per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such an Exempt Person, ) becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of directing the Company ordering the to exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 29 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights AgentAgent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock of the Company for Rights will be effected, affected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected affected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 29, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for shares of Common Stock of the Company exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of such Common Stock, as appropriately adjusted to reflect adjustment in the voting rights of the Preferred Stock pursuant to Section 3(a) of Exhibit A hereto, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock of the Company shall have the same voting rights as one share of Common Stock of the Company. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2429, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock of the Company for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock of the Company or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock of the Company. In lieu of such fractional Ordinary Sharesshares of Common Stock of the Company, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of such Common Stock. For the purposes of this paragraph subsection (de), the current market value of a one whole Ordinary Share share of Common Stock of the Company shall be the closing price of a Ordinary Share one such share of Common Stock or, if unavailable, the appropriate alternative price (in each case as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2429.

Exchange. (a) The Board of Directors of the Company may, at its option, at At any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange 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 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Companyits Subsidiaries, any employee benefit or stock ownership plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Continuing Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, PROVIDED that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(D)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 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 there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares or shares of Common Stock or, in the case of certificated shares, to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Stock Acquisition Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii11(a)(iii) hereof) for Ordinary Shares Common Stock (or Common Stock Equivalents) at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number date of Rightsthis Amended and Restated Rights Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any wholly owned Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or of any such Subsidiaryof its wholly owned Subsidiaries, or any entity holding Ordinary Shares Common Stock which was organized, appointed or established by the Company or any of its wholly owned Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in compliance with subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights, which excludes Rights that have become void pursuant to the provisions of Section 11(a)(iii) hereof, shall be to receive that number of Ordinary Shares shares of Common Stock, or Common Stock Equivalents, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly file notice of such Board action with the Rights Agent and give 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 exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required required, pursuant to this Section 24, to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates Certificates, with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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, and the value of any Common Stock Equivalent shall be deemed to have the same current market value as the Common Stock on such date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time on or after any Person becomes the occurrence of an Acquiring Personevent described in Section 11(a)(ii), exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend, combination of the number outstanding shares of RightsCommon Stock or similar event or transaction occurring after the effective date of this Agreement (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock representing 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such the then outstanding Rights at their last addresses address as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number and kind of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights being exchanged (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) and the number of Rights held by each holder of Rightsholder. (c) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding outstanding, or authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares Common Stock of the Company or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock of the Company. In If the Company elects not to issue such fractional shares of Common Stock of the Company, the Company shall pay, in lieu of such fractional Ordinary Sharesshares of Common Stock of the Company, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock of the Company would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value price of a whole Ordinary Share. For share of Common Stock of the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share Company for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (e) The failure to give any notice required by this Section 24 or any defect therein shall not affect the validity of the action taken by the Company or the vote upon any such action.

Exchange. (a) The Subject to applicable laws, rules and regulations, and subject to subsection (c) below, at any time after the occurrence of a Triggering Event, the Board of Directors of the Company mayCorporation, at its optionacting by Special Vote, at any time after any Person becomes an Acquiring Person, may cause the Corporation to exchange 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 11(a)(ii) hereof7(e)) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "RATIO OF EXCHANGE"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioRatio of Exchange. The Company Corporation shall promptly give 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 exchange. The Company promptly Corporation shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or Common Stock authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company Corporation shall either take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares Rights or to distribute certificates or make any entries in alternatively, at the book-entry account system option of the transfer agent which evidence fractional Ordinary Shares. In lieu Board of such fractional Ordinary SharesDirectors acting by Special Vote, the Company shall with respect to each Right (i) pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable cash in an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.amount

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering authorizing the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth 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 there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system which represent fractional shares of the transfer agent which evidence fractional Ordinary SharesCommon Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio equal of one share of Common Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the effective Exercise Ratio same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of RightsRights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall may not be empowered to effect affect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempted Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in accordance with subsection (a) of this Section 24 (which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock and/or Common Stock Equivalents for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock that is authorized by the Company’s Articles of Incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall may, at its option, take all such action actions as may be necessary to authorize additional Ordinary Shares shares of Common Stock or for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system scrip evidencing fractional shares of the transfer agent which evidence fractional Ordinary SharesCommon Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d)Section 24, the current market value of a whole Ordinary Share share of Common Stock shall be the closing price per share of a Ordinary Share Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Triggering Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in share split, share dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Affiliate or Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or of any such Subsidiary, Affiliate or Subsidiary of the Company or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors Trustees of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, 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-thousandth of a Preferred Share (or equivalent preferred share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Ordinary Common Shares or Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares or Preferred Shares for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (de), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of two shares of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstandingVoting Power of the Company. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 28(a) of this Section 24 hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give the Rights Agent written notice of any such exchange and shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the 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 Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 28, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each two shares of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2428, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (dSection 28(e), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2428.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Triggering Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such SubsidiaryAffiliate of the Company, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred shares, as such term is defined in Section 11(b) hereof) for Common Stock exchangeable for Rights, at the initial rate of one two-hundredth of a share of Preferred Stock (or equivalent preferred share) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary shares of Common Stock or Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable (i) Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, Right appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Voting Capital Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such (i) Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan, or any Sponsor), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 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 there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares or shares of Common Stock or, in the case of certificated shares, to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at At any time after any Person becomes an Acquiring Person, the Board of Directors may, at its option, exchange 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 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one-half of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio” and such determination by the Board of Directors to effect such exchange, an “Exchange Determination”). Any such exchange will be effective immediately upon the action of the Board of Directors ordering the same, unless such action of the Board of Directors expressly provides that such exchange will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange will be effective in accordance with the number provisions of Rightssuch action of the Board of Directors). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planExempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company promptly thereafter shall promptly give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event Company, at its option, may substitute Common Stock Equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one Common Stock Equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of Common Stock Equivalents pursuant to the terms thereof, so that there each Common Stock Equivalent delivered in lieu of each share of Common Stock shall not be sufficient Ordinary Shares have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) If the number of shares of Common Stock or Common Stock Equivalents issued but not outstanding or authorized but unissued is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock or Common Stock Equivalents for issuance upon exchange of the Rights or alternatively, at the option of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Exchange Value in lieu of issuing Common Stock in exchange therefor; (ii) issue debt or equity securities (or a combination thereof) having a value equal to the Current Exchange Value in lieu of issuing Common Stock in exchange for each such Right, where the value of such securities will be determined by the Board of Directors based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors, which determination will be described in a written statement filed with the Rights Agent and will be binding on the Rights Agent and the holders of Rights; or (iii) deliver any combination of cash, property, Common Stock or other securities having a value equal to the Current Exchange Value in exchange for each Right. To the extent that the Company determines that some action need be taken pursuant to this Section 24(d), then the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to 120 days following the date on which the Exchange Determination has occurred in order to seek any authorization of additional Common Stock or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. Upon any such suspension, the Company will issue a public announcement stating, and notify the Rights Agent in writing, that the exercisability of the Rights has been temporarily suspended, as well as issue a public announcement, and notify the Rights Agent in writing, at such time as the suspension is no longer in effect. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock upon exchange of the Rights. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issued an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (dSection 24(e), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Upon or prior to ordering the exchange of Rights pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Board of Directors may direct the Company to enter into a Trust Agreement (the “Trust Agreement”) in such form and with such terms as the Board of Directors shall then approve. If the Board of Directors so directs, (1) the Company shall enter into the Trust Agreement and shall issue to the trust created by the Trust Agreement (the “Trust”) all the shares of Common Stock and/or Common Stock Equivalents (the “Trust Shares”) issuable upon exchange of the Rights in accordance with this Section 24 to (x) all holders of outstanding and exercisable Rights subject to exchange in accordance with Section 24(a) (which shall not include Rights that have become void pursuant to Section 7(d) hereof), or (y) some portion of such holders (which may consist of holders who have not taken proper stapes to certify or otherwise demonstrate to the satisfaction of the Company that the Rights held by them have not become void pursuant to Section 7(d) hereof), and (2) all holders referred to in clause (1) shall be entitled to receive Common Stock and/or common Stock Equivalents pursuant to this Section 24 only from the Trust and only upon compliance with the relevant terms and provisions of the Trust Agreement. The Trust Shares shall also include any dividends or distributions made on the Trust Shares after the deposit of the Trust Shares.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to subsection (c) below, the Company may, at its option, by majority vote of the Board of Directors and a majority vote of the Continuing Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one (1) Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number date hereof (such exchange ratio being hereinafter referred to as the "Ratio of RightsExchange"). Notwithstanding the foregoing, the Board of Continuing Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Continuing Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange RatioRatio of Exchange. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company shall either take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions Rights or alternatively, at the option of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system a majority of the transfer agent Board of Directors, with respect to each Right (i) pay cash in an amount equal to the current value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value of the Common Shares (as hereinafter defined) exchangeable for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by the Board of Directors by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, "Current Value" shall mean the product of the current per share market price of Common Shares (determined pursuant to Section 11(d) on the date of the occurrence of the event described above in subparagraph (a)) multiplied by the number of Common Shares for which evidence fractional Ordinary Sharesthe Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In lieu the event of any such fractional Ordinary Sharessuspension, the Company shall pay to issue a public announcement stating that the registered holders exercisability of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24Rights has been temporarily suspended.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 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 there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares or shares of Common Stock or, in the case of certificated shares, to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange 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 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio equal of one share of Common Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the effective Exercise Ratio same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of RightsRights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall may not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in accordance with subsection (a) of this Section 24 (which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock and/or Common Stock Equivalents for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock that are authorized by the Company's restated certificate of incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall may, at its option, take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system scrip evidencing fractional shares of the transfer agent which evidence fractional Ordinary SharesCommon Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d)Section 24, the current market value of a whole Ordinary Share share of Common Stock shall be the closing price Closing Price per share of a Ordinary Share Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Exchange. (a) The At any time after the occurrence of a Flip-in Event, the Board of Directors of the Company may, at its their option, at any time after any Person becomes an Acquiring Person, exchange 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 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Class A Common Stock at an exchange ratio equal to of one share of Class A Common Stock per Right held by the effective Exercise Ratio holder of Class A Common Stock and for shares of Class B Common Stock at an exchange ratio of one share of Class B Common Stock per RightRight held by the holder of Class B Common Stock, in each case, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company“Exchange Ratio”). If a holder owns both Class A Common Stock and Class B Common Stock, any Subsidiary then the shares of Common Stock issued to such holder in exchange for Rights shall be apportioned pro rata based upon the Company, any employee benefit or stock ownership plan ratio of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms shares of any such plan), together with all Affiliates Class A Common Stock and Associates of Class B Common Stock held by such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Class A Common Stock or Class B Common Stock (as applicable) equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner provided herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In the event that If there shall not be sufficient Ordinary Shares Class A Common Stock or Class B Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with by this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Class A Common Stock or Class B Common Stock (as applicable) for issuance upon exchange of the Rights. . If the Company shall, after a good faith effort, be unable to take all such action as may be necessary to authorize such additional Class A Common Stock or Class B Common Stock (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Sharesas applicable), the Company shall pay to the registered holders may substitute other equity securities of the Right Certificates with regard to Company which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction Board of Directors of the current market value Company has determined to be essentially equivalent to shares of a whole Ordinary Share. For Class A Common Stock or Class B Common Stock (as applicable) in respect to dividend, liquidation and voting rights (such securities being referred to herein as “Common Stock Equivalents”) for shares of Class A Common Stock or Class B Common Stock (as applicable) exchangeable for Rights, at the purposes initial rate of this paragraph one Common Stock Equivalent for each share of Class A Common Stock or Class B Common Stock (das applicable), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time on or after any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event, exchange 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 11(a)(ii) hereof7(e)) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend, combination of the number of Rightsoutstanding Common Shares or similar event or transaction occurring after the date hereof. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratioexchange ratio set forth in Section 24(a); provided that the holder of a Right exchanged pursuant to this Section 24 shall continue to have the right to purchase securities or other property of the Principal Party following a Section 13 Event that has occurred or may thereafter occur. The Company shall promptly give public notice of any such exchangeexchange in accordance with Section 26 and shall promptly mail a notice of any such exchange to all of the holders of such Rights at their respective last addresses as they appear upon the registry books of the Rights Agent; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or Preferred Shares Equivalents) for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or Preferred Shares Equivalent relating to Preferred Shares) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Ordinary Common Shares or Preferred Shares (or Preferred Shares Equivalents) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares or Preferred Shares (or Preferred Shares Equivalents) for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of If the Company elects not to issue such fractional Ordinary Common Shares, the Company shall pay pay, in lieu of such fractional Common Shares, to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value Fair Market Value of a whole Ordinary Common Share. For the purposes of this paragraph (de), the current market value Fair Market Value of a whole Ordinary Common Share shall be the closing price of a Ordinary Common Share (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) Upon or prior to effecting an exchange pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall 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 of the Common Shares, fractional Preferred Shares or other securities, if any, subject to 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 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. (a) The By the vote of a majority of the Board of Directors (upon approval by a majority of the Continuing Directors), the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio rate of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of any class of voting stock of the Ordinary Shares Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without Without any further action and without any notice, the right to exercise such the Rights shall to be so exchanged will terminate at the effective time of the action of the Board of Directors and the Continuing Directors ordering the exchange and the only right thereafter of a each holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights then outstanding by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights AgentAgent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Shares for Rights rights will be effected, effected and, in the event of any a partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock for shares of Common Stock exchangeable for the Rights, at the initial rate of one one-thousandth of a share of Preferred Stock for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall either take all such action as may be necessary to authorize additional Ordinary Shares Common Stock or Preferred Stock for issuance upon exchange of the RightsRights or, alternatively, by the vote of a majority of the Board of Directors (upon approval by a majority of the Continuing Directors with respect to each Right, (i) pay cash in an amount equal to the Exercise Price, in lieu of issuing Common Stock or Preferred Stock in exchange therefor, or (ii) issue debt or equity securities, or a combination thereof, having a value equal to the Current Value (as hereinafter defined) of the Common Stock or Preferred Stock exchangeable for each such Right, where the value of such securities shall be determined in good faith by the Board of Directors (upon approval by a majority of the Continuing Directors), or (iii) deliver any combination of cash, property, Common Stock, Preferred Stock and/or other securities having a value equal to the Current Value in exchange for each Right. The term "Current Value," for purposes of this Section 24, shall mean the product of the per share market price of the Common Stock (determined pursuant to Section 11(d) on the date of the occurrence of the event described above in subparagraph (a)), multiplied by the number of shares of Common Stock for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(d), the Board of Directors (upon approval by a majority of the Continuing Directors) may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Stock or Preferred Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. 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. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the each registered holders holder of the Right Certificates a Rights Certificate with regard to which such a fractional Ordinary Shares share of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current fair market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.share of

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date in connection with the exercise of options pursuant to the Company's employee benefit plans, where such option is exercised for securities of the Company or surrendered for cash) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 24, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for shares of 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 adjustments in the voting rights of the Preferred Stock pursuant to Section 3(A) of the Certificate of Designations attached hereto as Exhibit A, so that the fraction of a share of Preferred Stock (or equivalent preferred stock) delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price per share of a Ordinary Share 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.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe first occurrence of a Flip-In Event, exchange 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 11(a)(ii7(e) hereofhereto) for Ordinary Shares Units of Preferred Stock or Preferred Stock Equivalents or any combination thereof, at an exchange ratio equal of two Units of Preferred Stock per Right, or such number of Preferred Stock Equivalents or units representing fractions thereof as would be deemed to have the effective Exercise Ratio same value as two Units of Preferred Stock per Right, appropriately adjusted adjusted, if necessary, to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number Rights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"), without payment of Rightsany cash Purchase Price. Notwithstanding the foregoing, the Board of Directors of the Company shall may not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Company Common Stock then outstanding. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in accordance with subsection (a) of this Section 24 (which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Preferred Stock and/or Preferred Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give 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 exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares shares of Preferred Stock and/or Preferred Stock Equivalents for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) hereto held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Preferred Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall may, at its option, take all such action as may be necessary to authorize additional Ordinary Shares shares of Preferred Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.