Common use of Exchange Clause in Contracts

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The 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 Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 27, the Corporation shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per each outstanding Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Stock for or pursuant to the terms of any such employee benefit plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Common Stock then outstanding. The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock for Rights will be 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 7(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 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (de), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second and the following sentences of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 any Rights that have become void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding 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 Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. The Corporation 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 any particular holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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 7(e) hereof11(a)(ii)) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued to permit any an exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock 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 equivalent preferred shares or fraction thereof such that the product of the current per share market price of one Preferred Share or equivalent 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 equivalent preferred shares or fraction thereof. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares in an exchange. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the any registered holders holder of the Rights Certificates a Right Certificate with regard to which such a fractional shares of Common Stock Share would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share of Common Stock for Share on the Trading Day immediately prior to the date of exchange pursuant to this Section 2724 (determined in accordance with Section 11(d)(i)).

Exchange. (a) The Board of Directors of the Corporation 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 7(e11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock 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 Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The At any time after the occurrence of a Section 11(a)(ii) Event, the Board of Directors of the Corporation 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 7(e) hereof7(d)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than an Exempt Person), together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the Voting 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 exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Corporation ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(e) hereof7(d)) held by each holder of Rights. (c) In The Company may at its option substitute, and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any the exchange of Rights as contemplated for Common Stock ordered in accordance with this Section 2724(a), the Corporation Company shall take all substitute to the extent of such action as may be necessary to authorize additional shares insufficiency, for each share of Common Stock for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock that would otherwise be issuable an amount in cash upon exchange of a Right, a number of one-one hundredths of a share of Preferred Stock such that the current market price (determined pursuant to Section 11(d)) of such number of one-one hundredths of a share of Preferred Stock is equal to the same fraction of the current market value price (determined pursuant to Section 11(d)) of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole one share of Common Stock shall be the closing price as of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27such exchange.

Exchange. (a) The Board of Directors of the Corporation 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 subject to the provisions of Section 7(e7(f) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 subject to the provisions of Section 7(e7(f) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of authorized Common Stock issued but not outstanding or authorized but unissued to permit any an exchange of Rights as contemplated in accordance with this Section 27Section, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock or Equivalent Stock for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 will not include Rights that have become void pursuant to the provisions of Section 7(e) hereof)) for shares of Common Stock Shares at an exchange ratio of one share Common Share of the Company per Right, appropriately adjusted to reflect any stock share split, stock share dividend or similar transaction occurring after the date hereof (such that exchange ratio being hereinafter referred to as ratio, the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall is not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstandingCommon Shares. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give public notice of any such exchange; providedexchange in accordance with Section 26, however, that but the failure to give, or any defect in, such notice shall will not affect the validity of such exchange. The Corporation 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 will be deemed considered given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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 will 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) hereof)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event Company, at its option, may substitute Preferred Shares (or Preferred Share Equivalents) for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or Preferred Share Equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the economic 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 will have the same economic rights as one Common Share. (d) If the Company elects to make any exchange pursuant to this Section 24 and, at the time of that exchange, there shall are not be sufficient shares of Common Stock Shares or Preferred Shares (or Preferred Share Equivalents) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action actions as may be necessary to authorize additional shares of Common Stock Shares or Preferred Shares (or Preferred Share Equivalents) for issuance upon exchange of the Rights. (de) The Corporation shall Company will not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In If the Company elects not to issue those fractional Common Shares, the Company shall pay, in lieu of such those fractional sharesCommon Shares, the Corporation shall pay to the registered holders of the Rights Right Certificates with regard to which such those fractional shares of Common Stock 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 share Common Share of Common Stockthe Company. For the purposes of this paragraph (de), the current market value Fair Market Value of a whole share Common Share of Common Stock the Company shall be the closing price of a share Common Share of Common Stock the Company (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 2724.

Exchange. (a) The Board of Directors of the Corporation may, at its option, at any 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 7(e11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such exchange ratio being hereinafter referred to as the "Exchange RatioEXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Common Stock then outstanding. (b) Immediately upon the effective time of the exchange of the Rights as specified by the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give public notice of any such exchange; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Corporation 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 shares of Common Stock for Rights will be 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 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with by this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation In any exchange pursuant to Section 24(a) hereof, the Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which that evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (dSection 24(d), the current market value of a whole share of Common Stock shall be the closing price Current Market Price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724(a) hereof.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustments in the date hereof number of Rights pursuant to Section 11 of this Agreement (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or any such Subsidiary, or any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation Company shall promptly shall mail or cause to be mailed 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 shares of 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 7(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(d) hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-ten 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) In the event that there shall not be sufficient shares of Common Stock or Preferred Stock (or equivalent preferred stock) issued but not outstanding or authorized but unissued to permit any exchange of Rights Rights, as contemplated in accordance with this Section 2724, the Corporation Company shall either (i) take all such action as may be necessary to authorize additional shares of Common Stock or Preferred Stock (or equivalent preferred stock) for issuance upon exchange of the RightsRights (provided that if such approval is not obtained the Company will take the action specified in clause (ii) of this sentence), or (ii) take such action as shall be necessary to ensure and provide, as and when and to the maximum extent permitted by applicable law and without exposing directors to personal liability in connection therewith (as determined by the Board of Directors) and any agreements or instruments in effect on the Stock Acquisition Date (and remaining in effect) to which it is a party, that each Right shall thereafter constitute the right to receive debt or equity securities or other assets (or a combination thereof) having a fair value equal to the product of the current market price of a share of Common Stock (as determined pursuant to Section 11(f)) on the date of the Section 11(b) Event multiplied by the Exchange Ratio in effect on the date of the Section 11(b) Event, where the fair value of such debt or equity securities or other assets (or a combination thereof) shall be as determined in good faith by the Board of Directors after consultation with a nationally recognized investment banking firm. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (de), the current market value of a whole share of Common Stock shall be the closing current market price of a share of Common Stock (as determined pursuant to Section 11(f)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724. (f) Upon or prior to effecting an exchange pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or part (as determined by the Board of Directors) of the Common Stock, fractional Preferred Stock or other securities, if any, subject to exchange in accordance with this Section 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 the provisions of Section 7(e), or (y) some portion of such holders (which may consist of holders who have not taken proper steps to certify or otherwise demonstrate to the satisfaction of the Company that the Rights held by them have not become void pursuant to the provisions of Section 7(e)), and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such shares or other securities only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners and their Affiliates and Associates (or former Beneficial Owners and their Affiliates and Associates) as the Company or the Rights Agent shall reasonably request in order to determine if such Rights are void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be void pursuant to Section 7(e) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board of Directors in connection herewith shall be validly issued, fully paid and nonassessable shares of Common Stock or other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange. (a) The Board of Directors of the Corporation may, at its option, at At any time on or after any Person becomes an Acquiring Persona Stock Acquisition Date, exchange with respect to all or any part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 6(e)), the provisions of Section 7(e) hereof) Board may, at its option, exchange for shares each Right one share of Common Stock at an exchange ratio of one share per RightStock, appropriately adjusted subject to reflect any stock split, stock dividend or similar transaction occurring after the date hereof adjustment pursuant to Section 9(a)(i) (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting shares of Common Stock then outstanding. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Corporation ordering the to exchange of any Rights pursuant to paragraph Section 20(a) (aor at such later time as the Board may establish) of this Section 27 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 fractional shares of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 22; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Corporation 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 Rights for shares of 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 7(e) hereof6(e)) held by each holder of Rights. (c) In lieu of exchanging all or any part of the event that there shall not be sufficient then outstanding and exercisable Rights for 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 2720(a), the Corporation shall take all such action as may be necessary to authorize additional shares Board may, at its option, substitute, for each share of Common Stock for issuance that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof such that the Rightscurrent market price of one share of Preferred Stock multiplied by such number or fraction is equal to the current market price of one share of Common Stock as of the date of issuance of such shares of Preferred Stock or fraction thereof. (d) The Corporation Prior to effecting an exchange pursuant to this Section 20, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall not be required then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to issue fractions the trust created by such agreement (the “Trust”) all of the fractional shares of Preferred Stock, or shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional sharesother securities, the Corporation shall pay if any, issuable pursuant to the registered holders exchange, and all Persons entitled to receive shares or other securities pursuant to the exchange shall be entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27Trust Agreement.

Exchange. (a) The Board of Directors of the Corporation Company may, at its option, by resolution of the Board of Directors, at any time after any Person becomes an Acquiring Person, exchange all or any 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) hereofof this Agreement) for shares of Common Stock at an exchange ratio (the "Exchange Ratio") of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring with respect to the Common Stock after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstandingthis Agreement. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 Agreement 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 AgentAgent 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 shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchangedexchange. 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 provision of Section 7(e) hereofof this Agreement) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any the exchange in full of such Rights as contemplated in accordance with the provisions of this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon the exchange of the Rights. In the event that the Company shall, after a good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of other equity securities or a fraction thereof such that the Current Market Price of one share of such other equity securities multiplied by such number or fraction is equal to the Current Market Price of one share of Common Stock as of the date of issuance of such shares of such other equity securities or fraction thereof. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which that evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation there shall pay be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value Current Market Price of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 void pursuant to the provisions of Section 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Common Stock then outstandingof the Company. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give public notice of any such exchangeexchange in accordance with Section 26 hereof; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute for any share of the Common Stock exchangeable for a Right (i) common stock equivalents, (ii) Preferred Stock (or preferred stock equivalents, as such term is defined in Section 11(b) hereof), (iii) cash, (iv) debt or other securities of the Company, (v) other property, or (vi) 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 the Common Stock on the Trading Day immediately preceding the date of exchange pursuant to this Section 24. (d) In the event that there shall not be sufficient shares of Common Stock or Preferred Stock (or preferred stock equivalents) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock or Preferred Stock (or preferred stock equivalents) for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In If the Company elects not to issue such fractional shares of Common Stock, the Company shall pay, in lieu of such fractional sharesshares of Common Stock, the Corporation shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value price of a whole share of Common Stock. For the purposes of this paragraph (de), the current market value price of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 27, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 27, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a1) The Board of Directors As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause to be mailed to each record holder, as of the Corporation mayEffective Time, at its optionof shares of Company Stock, at any time after any Person becomes an Acquiring Person, exchange all or part (i) a letter of the then outstanding and exercisable Rights transmittal (which shall not include Rights be in customary form and shall specify that have become void pursuant delivery shall be effected, and risk of loss and title to the provisions certificates shall pass, only upon proper delivery of Section 7(ethe certificates to the Exchange Agent or, in the case of book-entry shares, upon adherence to the procedures set forth in the letter of transmittal) hereofand (ii) instructions for shares use of Common Stock at an exchange ratio the letter of one share per Righttransmittal in effecting the surrender of the certificates or, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after in the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoingcase of book-entry shares, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates surrender of such Personshares, becomes the Beneficial Owner of 50% or more for payment of the Voting Stock then outstandingapplicable Merger Consideration therefor. (b2) Immediately In effecting the payment and delivery of the applicable Merger Consideration in respect of Shares entitled to the applicable Merger Consideration pursuant to Section 3.1, upon the action surrender of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph such Shares (a) of this Section 27 and without any further action and without any noticewhether in certificate or book-entry form), the right to exercise such Rights Exchange Agent shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to deliver the number of such Rights held whole shares of Acquiror Common Stock represented by such holder multiplied by the Exchange Ratio. The Corporation shall promptly give public notice of any such exchange; providedholder’s properly surrendered certificates or book-entry shares, howeveras applicable, that the failure such Shares are entitled to give, or any defect in, such notice shall not affect the validity of such exchange. The Corporation promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses receive 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated Merger Consideration in accordance with this Section 27Article 3. Upon such delivery, the Corporation such Shares so surrendered shall take all such action as may forthwith be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rightscanceled. (d3) The Corporation shall not be required to issue fractions of shares of If Acquiror Common Stock or is to distribute certificates be remitted to a Person other than that in which evidence fractional shares. In lieu the certificate for Shares surrendered for exchange is registered, it shall be a condition of such fractional sharesdelivery: (a) that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer, and (b) the Corporation Person requesting such delivery shall pay to the registered holders Exchange Agent any transfer or other taxes required by reason of the Rights Certificates delivery to a Person, other than that of the registered holder of the certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. (4) Until surrendered in accordance with regard the provisions of this Section 3.4, each certificate or book-entry share, shall, after the Effective Time, represent for all purposes only the right to receive upon such surrender, the applicable Merger Consideration applicable thereto, without any interest thereon, subject to any required withholding Taxes, the delivery of which such fractional shall be deemed to be the satisfaction in full of all rights pertaining to the shares of Common Company Stock would otherwise exchanged in the Merger. (5) The stock transfer books of the Company shall be issuable an amount in cash equal closed immediately upon the Effective Time and there shall be no further registration of transfers of shares of Company Stock thereafter on the records of the Company. On or after the Effective Time, any certificates or book-entry shares presented to the same fraction of Exchange Agent or the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock Surviving Corporation for any reason shall be cancelled and exchanged into the closing price of a share of Common Stock for the Trading Day immediately prior applicable Merger Consideration with respect to the date shares of exchange pursuant to this Section 27Company Stock formerly represented thereby.

Exchange. (a) The Board of Directors of the Corporation 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 7(e11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Date of this Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, ) becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 outstanding and exercisable Rights (other than Rights which have become void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or Shares authorized but unissued and unreserved to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock 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 otherwise would 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 Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (dSection 24(d), the current market value of a whole share of Common Stock Share shall be the closing price Closing Price of a share of Common Stock Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights 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 who is an Exempt Acquiring Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock 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 Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof11(a)(ii)) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), ) together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 outstanding and exercisable Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued and unreserved to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock 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 Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation may, at its option, 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 7(e11(a)(iii) hereofof this Agreement) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), ) together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e11(a)(iii) hereofof this Agreement) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event Company, at its option, may substitute Preferred Shares (or equivalent preference shares, as such term is defined in Section 11(b) hereof) or any other equity securities which a majority of the Board of Directors determines to be a Common Share equivalent, for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or equivalent preference share or other equity security determined to be a Common Share equivalent) 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) If there shall not be sufficient shares of Common Stock 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares or Preferred Shares for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares upon any exchange of Rights. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (de), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i) of this Agreement) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustments in the date hereof number of Rights pursuant to Section 11 of this Rights Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or any such Subsidiary, or any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstandingPower of the Company. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company promptly 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 Corporation 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 shares of 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 7(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(d) 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 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 shares of Common Stock or Preferred Stock (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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock or Preferred Stock (or equivalent preferred stock) for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (de), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(f)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation Company may, at its option, by resolution adopted at any time after any Person becomes an Acquiring Person, provide that the Company shall 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation promptly Promptly after the action of the Board of Directors ordering an exchange of the Rights, the Company shall mail a give notice of any such exchange to all of the Rights Agent and the holders of the then outstanding Rights by mailing such Rights notice to all such holders at their each holder's last addresses address as they appear it appears 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 shares of 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 7(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-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 dividend rights of the Preferred Stock pursuant to the terms thereof. (d) In the event that there shall not be sufficient shares of Common Stock issued issued, but not outstanding outstanding, or authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights, and the Company may, in the discretion of the Board of Directors of the Company, and shall, in the event the Company shall be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof such that the current per share market price of one share of Preferred Stock multiplied by such number or fraction is equal to the current per share marker price of one share of Common Stock as of the date of issuance of such shares of Preferred Stocks or fraction thereof. (de) The Corporation Company shall not be required to issue fractions of fractional shares of Common Stock or to distribute certificates which evidence represent fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (de), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724. (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) equity securities of the Company deemed to have the same value as shares of Common Stock, (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 then current per share market price 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 Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock Shares for Rights will be 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Acquiring Person), together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the Voting shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The 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 Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Corporation, at its option, may substitute shares of Preferred Stock (or any other series of preferred stock of the Corporation containing terms substantially similar to the terms of the Preferred Stock) for some or all of the shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or of such other series of preferred stock of the Corporation) 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 (or of such other series of preferred stock of the Corporation) 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 shares of Common Stock or Preferred Stock (or any other series of preferred stock of the Corporation containing terms substantially similar to the terms of the Preferred Stock) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation shall may take all such action as may be necessary to authorize additional shares of Common Stock or Preferred Stock (or such other series of preferred stock of the Corporation) for issuance upon exchange of the Rights. (de) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute Book-Entries and Ownership Statements or certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof)) for shares of Common Stock at an exchange ratio of Shares, each Right being exchangeable for one share per RightCommon Share, appropriately adjusted to reflect any stock split, stock dividend or similar transaction specified in Section 11(a)(i) occurring after the date hereof (such number of Common Shares issuable in exchange ratio for one Right being hereinafter referred to herein as the "Exchange RatioShares"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioShares. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e) hereof)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preference Shares (or any other series of preference stock of the Company containing terms substantially similar to the terms of the Preference Shares) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preference Share (or of such other series of preference stock of the Company) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preference Shares pursuant to the terms thereof, so that the fraction of a Preference Share (or of such other series of preference stock of the Company) 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 shares of Common Stock Shares or Preference Shares issued but not outstanding outstanding, or authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares or Preference Shares for issuance upon exchange of the RightsRights or shall take such other action specified in Section 11(a)(iii). (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph subsection (de), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second and third sentences of Common Stock Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation Company may, at its option, by resolution of the Board of Directors, at any time after any Person becomes an Acquiring Person, exchange all or any 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) hereofof this Agreement) for shares of Common Stock at an exchange ratio (the "Exchange Ratio") of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring with respect to the Common Stock after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstandingthis Agreement. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 Agreement 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 AgentAgent 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 shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchangedexchange. 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 provision of Section 7(e) hereofof this Agreement) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any the exchange in full of such Rights as contemplated in accordance with the provisions of this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon the exchange of the Rights. In the event that the Company shall, after a good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of other equity securities or a fraction thereof such that the Current Market Price of one share of such other equity securities multiplied by such number or fraction is equal to the Current Market Price of one share of Common Stock as of the date of issuance of such shares of such other equity securities or fraction thereof, or take any such other action as may be permissible under paragraph 11(a)(iii) of this Agreement. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which that evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation there shall pay be paid to the registered holders of the Rights Certificates certificates with regard to which such fractional shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value Current Market Price of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give public notice of any such exchangeexchange with prompt 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 Corporation 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 shares of 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 null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 27, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 7(e11(a)(ii) hereof) for shares of Preferred Stock or Common Stock Shares at an exchange ratio of one one-thousandth of a share of Preferred Stock or one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding 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 Common Shares representing a majority of the Voting Stock Power then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Preferred Stock or Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation Company promptly shall mail a notice of any such exchange to the Rights Agent and 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 or. not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Preferred Stock or Common Stock 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 7(e11(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 preferred stock equivalents or Common Shares for shares of Preferred Stock exchangeable for Rights, at the initial rate of one preferred stock equivalent or one Common Share for each share of Preferred Stock, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof. (d) In the event that there shall not be sufficient shares of Preferred Stock, preferred stock equivalents or Common Stock issued but Shares 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Preferred Stock or preferred stock equivalents or Common Stock Shares for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Preferred Stock or Common Stock Shares or to distribute certificates which evidence fractional sharesshares of Preferred Stock or Common Shares, other than as provided in Section 14(b) of this Rights Agreement. In lieu of such fractional sharesshares of Preferred Stock or Common Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Preferred Stock or Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value per share of a whole share of Preferred Stock or a whole Common StockShare, as the case may be. For the purposes of this paragraph (de), the current per share market value of a whole share of Preferred Stock or a whole Common Stock Share shall be the closing price of a share of Preferred Stock or a Common Stock Share, as the case may be, (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation may, at its option, Company may at any time after any Person becomes an Acquiring Personthe Distribution Date, upon resolution of a majority of the Independent 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 7(e) hereof) for shares of Company Common Stock at an exchange ratio of one share two shares of Company Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as an "Exchange" and such exchange ratio being the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors a majority of the Corporation Independent Directors ordering the exchange Exchange of any Rights pursuant to paragraph (aSection 34(a) of this Section 27 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 shares of Company Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give public notice of any such exchangeExchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchangeExchange. The Corporation Company promptly shall mail a notice of any such exchange 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 Exchange shall state the method by which the exchange Exchange of the shares of Company 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient the number of shares of Company Common Stock issued 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 are not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 2734, the Corporation Exchange Ratio shall take all such action be two Common Stock Equivalents for each Right. Alternatively, the Independent Directors may, at their option, (i) issue Company Common Stock in the Exchange to the extent they are available, and (ii) utilize Common Stock Equivalents in the Exchange as may be necessary provided above to authorize additional the extent shares of Company Common Stock for issuance upon exchange are not available, in which case such shares of Company Common Stock shall be allocated on such basis as the RightsIndependent Directors determine. (d) The Corporation After aggregating all the shares of Company Common Stock to which a holder of Rights is entitled upon the Exchange, the Company shall not be required to issue fractions of shares of Company Common Stock or to distribute certificates which that evidence fractional sharesshares of Company Common Stock. In lieu of such fractional sharesshares of Company Common Stock, the Corporation shall Company may pay to the registered holders of the Rights Certificates with regard to which at the time such fractional shares of Common Stock would otherwise be issuable Rights are exchanged as herein provided an amount in cash equal to the same fraction of the current market value price (determined pursuant to Section 11(d) hereof) of a whole one share of Company Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof)) for shares of Common Stock of the Company at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 24 and without any further action and without any or 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 shares of Common Stock equal to the number of such Rights held by such holder holder, multiplied by the Exchange Ratio. The Corporation Company promptly 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 Corporation 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 as provided in the manner herein provided this Agreement 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 shares of Common Stock for Rights will be effected and, in the event of any a 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 7(e) hereof)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event 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 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 shares of Preferred Stock pursuant to the terms thereof, so that there 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) If the Company shall not be have sufficient 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesthat represent fractions of shares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation shall Company may pay to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (de), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior before to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation may, at its option, at At any time on or after any Person becomes an Acquiring Persona Stock Acquisition Date, exchange with respect to all or any part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 6(e) or which are not exercisable pursuant to Section 12), the provisions Board may, at its option, exchange for each Right one one-millionth of a share of Preferred Stock, subject to adjustment pursuant to Section 7(e9(a)(i) hereof) for shares of Common Stock at an exchange ratio of one share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding The exchange of the foregoing, Rights by the Board of Directors shall not may be empowered to effect made effective at such exchange at any time after any Person (other than an Exempt Person)time, together on such basis and with all Affiliates and Associates of such Person, becomes conditions as the Beneficial Owner of 50% or more of the Voting Stock then outstandingBoard in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Corporation ordering the to exchange of any Rights pursuant to paragraph Section 20(a) (aor at such later time as the Board may establish) of this Section 27 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 fractional shares of Common Preferred Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 22; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Corporation 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 Rights for fractional shares of Common Preferred 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 null and void pursuant to the provisions of Section 7(e6(e) hereofor which are not exercisable pursuant to Section 12) held by each holder of Rights. (c) In lieu of exchanging all or any part of the event that there then outstanding and exercisable Rights for fractional shares of Preferred Stock in accordance with Section 20(a), the Board may, at its option, exchange any such Rights (which shall not be sufficient include Rights that have become null and void pursuant to Section 6(e) or which are not exercisable pursuant to Section 12) for shares of Common Stock issued but not outstanding or authorized but unissued to permit any at an exchange ratio of Rights as contemplated in accordance with this Section 27one share of Common Stock per Right, the Corporation shall take all such action as may be necessary adjusted pursuant to authorize additional shares of Common Stock for issuance upon exchange of the RightsSection 9(a)(i). (d) The Corporation Prior to effecting an exchange pursuant to this Section 20, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board shall not be required then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to issue fractions the trust created by such agreement (the “Trust”) all of the fractional shares of Preferred Stock, or shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional sharesother securities, the Corporation shall pay if any, issuable pursuant to the registered holders exchange, and all Persons entitled to receive shares or other securities pursuant to the exchange shall be entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27Trust Agreement.

Exchange. (a) The 26.1. Notwithstanding any other provision hereof, the Board of Directors of the Corporation 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 7(e) 7.6 hereof) for shares of Common Stock of the Corporation at an exchange ratio determined by dividing the then-applicable exercise price of one the Rights determined under Section 7.2 by the "current per share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof market price" as defined in Section 11.4.1 (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Corporation's Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or any such Subsidiary, or any Person organized, appointed or established by the Corporation 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 shares representing 50% or more of the Voting Stock then outstandingPower. (b) 26.2. Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 26.1 and without any further action and without any notice, the right to exercise such Rights rights shall terminate and the only right thereafter of a the holder of such Rights (other than a holder of Rights that have become null and void pursuant to the provisions of Section 7.6 hereof) shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation shall promptly give public notice, and shall promptly give notice to the Rights Agent, 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 Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 27, the Corporation shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.receives

Exchange. (a) The Board of Directors of the Corporation 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 7(e11(a)(ii) hereof) for shares Common Shares of Common Stock the Company at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan, The Crane Fund or The Crane Fund for Widows and Children), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares Common Shares of Common Stock the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares Common Shares of Common Stock the Company 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 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares Common Shares of Common Stock the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares Common Shares of Common Stock the Company 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 of the Company, the Company shall substitute, for each Common Share of the Company 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 of the Company as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Corporation Company shall not be required to issue fractions of shares Common Shares of Common Stock the Company or to distribute certificates which evidence fractional sharesCommon Shares of the Company. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares Common Shares of Common Stock the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share Common Share of Common Stockthe Company. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share of Common Stock the Company (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 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (Person, other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e11(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 Series A Preferred Shares (or equivalent Series A 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 Series A Preferred Share (or equivalent Series A Preferred Share) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Series A Preferred Shares pursuant to the terms thereof, so that the fraction of a Series 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 shares of Common Stock Shares or Series A Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares or Series A Preferred Shares for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (de), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock 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 Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 excluding Rights that have become void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of Stock, with each Right to be exchanged for one share per Rightof Common Stock, appropriately adjusted to reflect any stock split, stock dividend or a similar transaction occurring after the date hereof thereafter (such exchange ratio being is hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating fifty percent (50% %) or more of the Voting shares of Common Stock then outstanding. (b) Immediately upon the Board's action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 thereafter shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 an exchange. The Corporation Company promptly shall mail a notice of any such exchange to all of the registered holders of such the 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 accordance herewith 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 shares of 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 that have become void pursuant to the provisions of Section 7(e11(a)(ii) hereof) held by each holder of Rightsregistered Rights holder. (c) In the event that there shall not be sufficient are insufficient 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take such action to authorize such additional number of shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon the exchange of Rights, a number of shares of Preferred Stock or a fraction thereof so that the Fair Market Value of one share of Preferred Stock multiplied by such number or fraction is equal to the Fair Market Value of one share of Common Stock as of the date of issuance of such shares of Preferred Stock or fraction thereof. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Certificates Right certificates, with regard to which such fractional shares of Common Stock 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 share of Common Stock. For the purposes of this paragraph (d), the current market value Fair Market Value of a whole share of Common Stock shall be the closing price (as defined in Section 11(d)) of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The At any time after the occurrence of a Section 8(a)(ii) Event, the Board of Directors of the Corporation 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 7(e) hereof5(e)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, (i) the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Acquiring Person), together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the Voting shares of Common Stock then outstandingoutstanding and (ii) from and after the occurrence of a Section 10 Event, any Rights that have not been exchanged pursuant to this Section 20(a) shall thereafter be exercisable only in accordance with Section 10 and may not be exchanged pursuant to this Section 20(a). (b) Immediately upon the effectiveness of the action of the Board of Directors of the Corporation ordering the electing to exchange of any Rights pursuant to paragraph (aSection 20(a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 22; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Corporation 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 Rights for shares of 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 7(e) hereof5(e)) held by each holder of Rights. (c) In The Company may at its option substitute, and in the event that there shall not be sufficient shares of Common Stock issued authorized but not outstanding or authorized but unissued to permit any the exchange of Rights as contemplated for Common Stock in accordance with this Section 2720(a), the Corporation Company shall take all substitute to the extent of such action as may be necessary to authorize additional shares insufficiency, for each share of Common Stock for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock that would otherwise be issuable an amount in cash upon exchange of a Right, a number of one one-hundredth of a share of Preferred Stock such that the current market price (determined pursuant to Section 8(d)) of such number of one one-hundredth of a share of Preferred Stock is equal to the same fraction of the current market value price (determined pursuant to Section 8(d)) of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole one share of Common Stock shall be the closing price as of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27such exchange.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof)) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to in this Agreement as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Power of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their the last addresses of the holders 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 shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number and kind of Rights which will be exchanged. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of any exchange hereunder. (c) 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 7(e) hereof)) held by each holder of Rights. (cd) In the event that If there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a such whole share of Common StockShares. For the purposes of this paragraph (dSection 24(e), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of Stock, each Right being exchangeable for one share per Rightof Common Stock, appropriately adjusted to reflect any stock split, stock dividend or similar transaction specified in Section 11(p) occurring after the date hereof (such number of shares of Common Stock issuable in exchange ratio for one Right being hereinafter referred to herein as the "Exchange RatioShares"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioShares. The Corporation 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 Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of 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 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 Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph subsection (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second and third sentences of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 of Section 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding 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 Voting Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(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 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 2724, the Corporation Company 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. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the each registered holders holder of the Rights Certificates a Right Certificate with regard to which such a fractional 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 share of Common Stock. For the purposes of this paragraph (de), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or any such Subsidiary, or any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstandingPower of the Company. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company promptly 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 Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 27, the Corporation shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 null and void pursuant to the provisions of Section 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding 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 Voting Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give public notice of any such exchangeexchange and promptly notify the Rights Agent thereof; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Corporation Company promptly shall mail a notice of any such exchange to the Rights Agent and 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 shares of 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 null and void pursuant to the provisions of Section 7(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 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 2724, the Corporation Company shall take all such action acton as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation there shall pay be paid to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The At any time after the occurrence of a Section 11(a)(ii) Event, the Board of Directors of the Corporation 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 7(e) hereof7(d)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Acquiring Person), together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the Voting 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 exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Corporation ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(e) hereof7(d)) held by each holder of Rights. (c) In The Company may at its option substitute, and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any the exchange of Rights as contemplated for Common Stock ordered in accordance with this Section 2724(a), the Corporation Company shall take all substitute to the extent of such action as may be necessary to authorize additional shares insufficiency, for each share of Common Stock for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock that would otherwise be issuable an amount in cash upon exchange of a Right, a number of one-one hundredths of a share of Preferred Stock such that the current market price (determined pursuant to Section 11(d)) of such number of one-one hundredths of a share of Preferred Stock is equal to the same fraction of the current market value price (determined pursuant to Section 11(d)) of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole one share of Common Stock shall be the closing price as of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27such exchange.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give public notice of any such exchangeexchange with prompt 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 Corporation 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 shares of 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 null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 27, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 7(e9(a)(ii) hereof) for shares the number of Common Stock, one-thousandths of Preferred Stock at an exchange ratio of one share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after other securities or property for which the date hereof Rights are then exercisable (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 an Exempt Excluded Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(e9(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of authorized Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of 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 Stock 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 Stock or fraction thereof. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesCommon Stock. In lieu of such fractional sharesCommon Stock, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common StockShare. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 9(d)(i) hereof) for the Trading Day Date immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have not become effective or that have become void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for shares of Class A Common Stock at an exchange ratio of one share of Class A Common Stock (or one one-hundredth of a share of Series A Preferred Stock) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment made pursuant to the date hereof terms of this Agreement (such exchange ratio amount per Right being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding The exchange of the foregoing, Rights by the Board of Directors shall not may be empowered to effect made effective at such exchange at any time after any Person (other than an Exempt Person)time, together on such basis and with all Affiliates and Associates of such Personconditions as the Board, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstandingin its sole discretion, may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (aSection 23(a) of this Section 27 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 shares of Class A Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation Company shall promptly shall mail a notice of any such exchange to all holders of the holders of such Rights so exchanged 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 shares of Class A Common Stock for Rights will shall 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 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option substitute and, in the event that there shall not be sufficient shares of Class A Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit any an exchange of Rights as contemplated in accordance with this Section 2723, the Corporation Company shall take all substitute to the extent of such action as may be necessary to authorize additional shares insufficiency, for each share of Class A Common Stock for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock that would otherwise be issuable an amount in cash upon exchange of a Right, a number of shares of Series A Preferred Stock (or Equivalent Preferred Stock) or fraction thereof, such that the Current Per Share Market Price of one share of Series A Preferred Stock (or Equivalent Preferred Stock) multiplied by such number or fraction is equal to the same fraction Current Per Share Market Price of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Class A Common Stock shall be the closing price as of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27such exchange.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of and Persons Acting in Concert with such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Voting Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 legality or validity of such exchange. The Corporation 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 shares of Common Stock for Rights will be 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 null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) Following the action of the Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24, the Company may implement such procedures in its sole discretion as it deems appropriate for the purpose of ensuring that the Common Stock (or such other consideration) issuable upon an exchange pursuant to this Section 24 not be received by holders of Rights that have become null and void pursuant to Section 7(e) hereof. In furtherance thereof, if so directed by the Company, all or a portion of the shares of Common Stock (or other consideration) potentially issuable to holders of Rights upon an exchange pursuant to this Section 24, who have not verified to the satisfaction of the Company, in its sole discretion, that they are not Acquiring Persons (or Affiliates or Associates thereof or Persons Acting in Concert therewith or Affiliates or Associates of such Persons), may be deposited in a trust established by the Company pending receipt of appropriate verification. (d) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock) 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. (e) In the event that there shall not be sufficient 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (df) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which that evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation there shall pay be paid to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph subsection (df), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation may, at its option, 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 7(e11(a)(iii) hereofof this Agreement) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), ) together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the legality or validity of such exchange. The Corporation 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 shares of Common Stock 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 7(e11(a)(iii) hereofof this Agreement) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event Company, at its option, may substitute Preferred Shares (or equivalent preference shares, as such term is defined in Section 11(b) hereof) or any other equity securities which a majority of the Board of Directors determines to be a Common Share equivalent, for Common Shares exchangeable -55- 58 for Rights, at the initial rate of one one-hundredth of a Preferred Share (or equivalent preference share or other equity security determined to be a Common Share equivalent) 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) If there shall not be sufficient shares of Common Stock 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares or Preferred Shares for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares upon any exchange of Rights. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (de), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i) of this Agreement) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 27, the Corporation Company shall take all such action as may be necessary use its best efforts to authorize cause additional shares of Common Stock to be authorized for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The At any time after the occurrence of a Section 11(a)(ii) Event, the Board of Directors of the Corporation 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 7(e) hereof7(d)) for shares of Common Stock Stock, at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Acquiring Person), together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the Voting 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 exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Corporation ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Corporation 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 shares of Common Stock for Rights will be 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 7(e) hereof7(d)) held by each holder of Rights. (c) In The Company may at its option substitute (and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any the exchange of Rights as contemplated for Common Stock ordered in accordance with this Section 2724(a), the Corporation Company shall take all substitute to the extent of such action as may be necessary to authorize additional shares insufficiency) for each share of Common Stock for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock that would otherwise be issuable an amount in cash upon exchange of a Right, a number of one-one thousandths of a share of Preferred Stock such that the current market price (determined pursuant to Section 11(d)) of such number of one-one thousandths of a share of Preferred Stock is equal to the same fraction of the current market value price (determined pursuant to Section 11(d)) of a whole one share of Common Stock. For , as the purposes case may be, as of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27such exchange.

Exchange. (a) The Board of Directors of the Corporation Company may, at its option, 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(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-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 dividend rights of the Preferred Stock pursuant to the terms thereof. (d) In the event that there shall not be sufficient shares of Common Stock issued 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 2724 or that any regulatory actions or approvals are required in connection therewith, the Corporation Company 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. (de) The Corporation Company shall not be required to issue fractions of fractional shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock pursuant to this Section 24. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (dSection 24(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724. (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 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 26.1. Notwithstanding any other provision hereof, the Board of Directors of the Corporation 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 7(e) 7.6 hereof) for shares of Common Stock of the Corporation at an exchange ratio determined by dividing the then-applicable exercise price of one the Rights determined under Section 7.2 by the "current per share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof market price" as defined in Section 11.4.1 (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Corporation's Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or any such Subsidiary, or any Person organized, appointed or established by the Corporation 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 shares representing 50% or more of the Voting Stock then outstandingPower. (b) 26.2. Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 26.1 and without any further action and without any notice, the right to exercise such Rights rights shall terminate and the only right thereafter of a the holder of such Rights (other than a holder of Rights that have become null and void pursuant to the provisions of Section 7.6 hereof) shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation shall promptly give public notice, and shall promptly give notice to the Rights Agent, 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 Corporation 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 shares of 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 null and void pursuant to the provisions of Section 7(e) hereof7.6) held by each holder of Rights. (c) 26.3. In the event that there shall not be sufficient 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 2726, the Corporation shall take all such action as may be necessary to authorize issue additional shares of Common Stock, Preferred Stock for issuance upon exchange and/or Capital Stock Equivalents with an aggregate current market value (as determined by the Board of Directors of the Rights. (dCorporation) The Corporation shall not be required equal to issue fractions the aggregate current market value of a number of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27Exchange Ratio.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 27, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of Shares, each Right being exchangeable for one share per RightCommon Share, appropriately adjusted to reflect any stock split, stock dividend or similar transaction specified in Section 11(a)(i) occurring after the date hereof (such number of Common Shares issuable in exchange ratio for one Right being hereinafter referred to herein as the "“Exchange Ratio"Shares”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioShares. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding outstanding, or authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares for issuance upon exchange of the RightsRights or shall take such other action specified in Section 11(a)(iii) hereof. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph subsection (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second and third sentences of Common Stock Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof)) for shares of Common Stock of the Company at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 24 and without any further action and without any or 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 shares of Common Stock equal to the number of such Rights held by such holder holder, multiplied by the Exchange Ratio. The Corporation Company promptly 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 Corporation 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 as provided in the manner herein provided this Agreement 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 shares of Common Stock for Rights will be effected and, in the event of any a 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 7(e) hereof11(a)(ii)) held by each holder of Rights. (c) In If the event that there Company shall not be have sufficient 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesthat represent fractions of shares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation shall Company may pay to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 subject to the provisions of Section 7(e7(f) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as a, the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), ) together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company 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 Corporation 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 shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights Right, 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 subject to the provisions of Section 7(e7(f) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of authorized Common Stock issued but not outstanding or authorized but unissued to permit any an exchange of Rights as contemplated in accordance with this Section 27Section, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock or securities equivalent to Common Stock for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 will not include Rights that have become void pursuant to the provisions of Section 7(e) hereof)) for shares of Common Stock Shares at an exchange ratio of one share Common Share of the Company per Right, appropriately adjusted to reflect any stock share split, stock share dividend or similar transaction occurring after the date hereof (such that exchange ratio being hereinafter referred to as ratio, the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall is not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstandingCommon Shares. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give public notice of any such exchange; providedexchange in accordance with Section 26, however, that but the failure to give, or any defect in, such notice shall will not affect the validity of such exchange. The Corporation 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 will be deemed considered given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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 will 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) hereof)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event Company, at its option, may substitute Preferred Shares (or Preferred Share Equivalents) for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or Preferred Share Equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the economic 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 will have the same economic rights as one Common Share. (d) If the Company elects to make any exchange pursuant to this Section 24 and, at the time of that exchange, there shall are not be sufficient shares of Common Stock Shares or Preferred Shares (or Preferred Share Equivalents) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action actions as may be necessary to authorize additional shares of Common Stock Shares or Preferred Shares (or Preferred Share Equivalents) for issuance upon exchange of the Rights. (de) The Corporation shall Company will not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In If the Company elects not to issue those fractional Common Shares, the Company shall pay, in lieu of such those fractional sharesCommon Shares, the Corporation shall pay to the registered holders of the Rights Right Certificates with regard to which such those fractional shares of Common Stock 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 share Common Share of Common Stockthe Company. For the purposes of this paragraph (de), the current market value Fair Market Value of a whole share Common Share of Common Stock the Company shall be the closing price of a share Common Share of Common Stock the Company (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 2724.

Exchange. (a) The Board of Directors of the Corporation may, at its option, at any time after any Person becomes an Acquiring Persona Stock Acquisition Date, mandatorily exchange all or part of the then outstanding and exercisable Rights (which shall not include excludes Rights that have become void pursuant to the provisions of Section 7(e) hereofheld by an Excluded Person) for shares of Common Stock Shares at an exchange ratio of one share Common Share per one one-thousandths of a Preferred Share represented by a Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (the “Exchange Ratio”). From and after the occurrence of an event specified in Section 13(a), any rights that theretofore have not been exchanged pursuant to this Section 24 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24. The exchange of the Rights by the Board may be made effective at such exchange ratio being hereinafter referred to time, on such basis and with such conditions as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstandingin its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 24(a), 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give reasonably detailed written notice of any such exchange to the Rights Agent, and shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. The Corporation promptly Within ten (10) Business Days after action by the Board ordering the exchange of any Rights pursuant to Section 24(a), the Company shall mail mail, or cause the Rights Agent to 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 shares of Common Stock 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 7(e) hereofheld by an Excluded Person) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event that Company, at its option, may substitute Preferred Shares or Common Stock Equivalents for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or an appropriate number of Common Stock Equivalents) for each Common Share, as appropriately adjusted. (d) If there shall not be sufficient shares of Common Shares, Preferred Shares or Common Stock issued but not outstanding or Equivalents authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Shares, Preferred Shares or Common Stock Equivalents for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such issuing fractional sharesCommon Shares, the Corporation shall Company may instead pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole share of Common StockShare. For the purposes of this paragraph (dSection 24(e), the current per share market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of Stock, each Right being exchangeable for one share per Rightof Common Stock, appropriately adjusted to reflect any stock split, stock dividend or similar transaction specified in Section 11(p) occurring after the date hereof (such number of shares of Common Stock issuable in exchange ratio for one Right being hereinafter referred to herein as the "Exchange RatioShares"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioShares. The Corporation 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 Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the RightsRights or shall take such other action specified in Section 11(a)(iii) hereof. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph subsection (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second and third sentences of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors (with the concurrence of the Corporation 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 provision of Section 7(e) hereof) for shares of Common Stock of the Company at an exchange ratio of one share of Common Stock of the Company per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, ) becomes the Beneficial Owner of 50% or more of the Voting shares of Common Stock of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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. 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 shares of Common Stock of the Company 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 2729, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock of the Company for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock of the Company or to distribute certificates which evidence fractional sharesshares of Common Stock of the Company. In lieu of such fractional sharesshares of Common Stock of the Company, the Corporation there shall pay be paid to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common StockStock of the Company. For the purposes of this paragraph (de), the current market value of a whole share of Common Stock of the Company shall be the closing price of a share of Common Stock of the Company 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 on which the Board takes action ordering an exchange pursuant to this Section 2729.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(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 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (de), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof)) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to in this Agreement as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Power of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their the last addresses of the holders 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 shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number and kind of Rights which will be exchanged. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of any exchange hereunder. (c) 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 7(e) hereof)) held by each holder of Rights. (cd) In the event that If there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a such whole share of Common StockShares. For the purposes of this paragraph (dSection 24(d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation Company may, at its option, at any 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, Right appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (aSection 23(a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 ad- dress 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 Corporation 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 shares of 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 null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 23, the Company, at its option, may substitute shares of Junior Preferred Stock (or Equivalent Junior 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-thousandth of a share of Junior Preferred Stock (or Equivalent Junior Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the dividend rights of the Junior Preferred Stock pursuant to the terms thereof. (d) In the event that there shall not be sufficient shares of Common Stock issued or Junior 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 2723 or that any regulatory actions or approvals are required in connection therewith, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock or Junior Preferred Stock for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of fractional shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock pursuant to this Section 23. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (dSection 23(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2723. (f) In any exchange pursuant to this Section 23, 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 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 Day immediately preceding the date of exchange pursuant to this Section 23.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Acquiring Person), together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the Voting shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The 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 Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Corporation, at its option, may substitute shares of Preferred Stock (or any other series of preferred stock of the Corporation containing terms substantially similar to the terms of the Preferred Stock) for some or all of the shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or of such other series of preferred stock of the Corporation) 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 (or of such other series of preferred stock of the Corporation) 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 shares of Common Stock or Preferred Stock (or any other series of preferred stock of the Corporation containing terms substantially similar to the terms of the Preferred Stock) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation shall may take all such action as may be necessary to authorize additional shares of Common Stock or Preferred Stock (or such other series of preferred stock of the Corporation) for issuance upon exchange of the Rights. (de) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute Book-Entries and Ownership Statements or certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 (with prompt written notice thereof to 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 27, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof7(d)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange if at any time after any Person (other than an Exempt Excluded Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Continuing Directors of the Corporation ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(e) hereof7(d)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event that there shall not be sufficient Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange exchangeable for Rights, at the initial rate of Rights as contemplated in accordance with this Section 27, the Corporation shall take all such action as may be necessary to authorize additional shares of Common Stock one common stock equivalent for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional 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 each share of Common Stock. For , as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the purposes terms thereof, so that each common stock equivalent delivered in lieu of this paragraph (d), the current market value of a whole each share of Common Stock shall be have essentially the closing price of a same dividend, liquidation and voting rights as one share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27Stock.

Exchange. (a) The Board of Directors of the Corporation 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 7(e9(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Excluded Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e9(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 9(d)(i) hereof) for the Trading Day Date immediately prior to the date of exchange pursuant to this Section 27Section.

Exchange. (a) The Board of Directors of the Corporation 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 7(e11(a)(ii) hereof) for shares of Common Stock Shares or Preferred Shares at an exchange ratio of one share Common Share or one-hundredth of a Preferred Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock Shares or Preferred Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock Shares or Preferred Shares, as the case may be, 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 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares or Preferred Shares for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of the event the Company shall, after good faith effort, be unable to take all such fractional sharesaction as may be necessary to authorize such additional Common Shares or Preferred Shares, the Corporation Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of substitute, for each Common Stock Share or Preferred Share that would otherwise be issuable an amount in cash upon exchange of a Right, a number of securities or fraction thereof of the Company such that the current per share market price of one such security multiplied by such number or fraction is equal to the same fraction of the current per share market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share one Common Share as of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27issuance of such securities or fraction thereof.

Exchange. (a) The Board of Directors of the Corporation 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 7(e11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt PersonPerson or any Excluded Entity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e11(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 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 rights of the Preferred Shares pursuant to the terms thereof. (d) If there shall not be sufficient shares of Common Stock 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares or Preferred Shares for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or Preferred Shares or to distribute certificates which evidence fractional sharesCommon Shares or Preferred Shares. Fractions of Common Shares or Preferred Shares may, at the election of the Company, be evidenced by depositary receipts issued pursuant to an appropriate agreement between the Company and a depositary selected by it; provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Common Shares or Preferred Shares, as the case may be. In lieu of such fractional sharesCommon Shares or Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, the Corporation shall Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares or Preferred Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare or whole Preferred Share, as the case may be. For the purposes of this paragraph subsection (de), the current market value of a whole share of Common Stock Share or a whole Preferred Share shall be the closing price (as determined pursuant to the second sentence of Section 11(d)(i) hereof) of a share of Common Stock Share or a Preferred Share, as the case may be, for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or any part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share Common Share of the Company per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e) hereof11(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 interests in 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 interest in 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 Section 3 of the Certificate of Designation, Powers, Preferences and Rights attached hereto as Exhibit A, 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 shares of Common Stock 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares or Preferred Shares for issuance upon exchange of the Rights. In the event that the Company, after good faith effort, shall be unable to take shall such action as may be necessary to authorize such additional Common Shares or Preferred Shares, the Company shall substitute, for each Common Share or Preferred Share that would otherwise be issuable upon exchange of a Right, a number of Common Shares, Preferred Shares or shares of preferred stock, notes, debentures or other securities, or any combination thereof, having an aggregate value equal to the Rights to be exchanged, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (dSection 24(e), the current market value of a whole share Common Share of Common Stock the Company shall be the closing price of a share Common Share of Common Stock the Company (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 2724.

Exchange. (a) The Board of Directors of the Corporation Company may, at its option, 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 44 - 41 - shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted pursuant to the provisions of Section 11(p) hereof to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(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 two-hundredths 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 shares of Common Stock issued 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 2724 or that any regula- 45 - 42 - tory actions or approvals are required in connection therewith, the Corporation Company 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. (de) The Corporation Company shall not be required to issue fractions of fractional shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock pursuant to this Section 24. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (dSection 24(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724. (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 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 Day immediately preceding the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Class A Common Stock at an exchange ratio of one share of Class A Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Class A Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Class A 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 7(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 Class A Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Class A 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 Class A Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Class A Common Stock. (d) In the event that there shall not be sufficient 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Class A Common Stock for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Class A Common Stock or to distribute certificates which evidence fractional sharesshares of Class A Common Stock. In lieu of such fractional shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Class A Common Stock. For the purposes of this paragraph (de), the current market value of a whole share of Class A Common Stock shall be the closing price of a share of Class A 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 2724.

Exchange. (a) a. The Board of Directors of the Corporation 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 7(e) hereof)) for shares of Common Stock or Common Stock Equivalents at an exchange ratio of one share of Common Stock or Common Stock Equivalent per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock representing 50% or more of the Voting shares of the Common Stock then outstanding. (b) b. Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 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 Corporation 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 Corporation Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their the last addresses of the holders 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 shares of Common Stock or Common Stock Equivalents for Rights will be effected and, in the event of any partial exchange, the number and kind of Rights which will be exchanged. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of any exchange hereunder. Any partial exchange shall be effected pro rata based on the number of Rights being exchanged (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof)) held by each holder of such Rights. (c) In the event that c. If there shall not be sufficient 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 2724, the Corporation shall Company may, at its option, take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Corporation shall pay to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27.

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 Corporation may, at its option, 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 7(e) hereof)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange RatioRatio of Exchange"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioRatio of Exchange. The 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 Corporation 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 shares of Common Stock for Rights will be 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 7(e) hereof)) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 2724(a), the Corporation shall either take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. Rights or alternatively, at the option of the Board of Directors, with respect to each Right (di) The Corporation 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, in lieu of issuing Common Stock in exchange for each such Right, where the value of such securities shall not be required determined by a nationally recognized investment banking firm selected by the Board of Directors, or (iii) deliver any combination of cash, property, Common Stock and/or other securities having a value equal to issue fractions 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 Corporation 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 distribute certificates sixty (60) days following the date on which evidence fractional sharesthe event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Stock and/or to determine 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 sharessuspension, the Corporation shall pay to issue a public announcement stating that the registered holders exercisability of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27has been temporarily suspended.

Exchange. (a) The Board of Directors of the Corporation 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 7(e9(a)(ii) hereof) for shares one-half of the number of Common Stock at an exchange ratio Shares, one-thousandths of one share per Right, appropriately adjusted to reflect any stock split, stock dividend Preferred Shares or similar transaction occurring after other securities or property for which the date hereof Rights are then exercisable (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 an Exempt Excluded Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e9(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of authorized Common Stock issued but not outstanding or authorized but unissued Shares to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock 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 Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 9(d)(i) hereof) for the Trading Day Date immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights 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 who is an Exempt Acquiring Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued (and unreserved) to permit any an exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all substitute to the extent of such action as may insufficiency, for each Common Share that would otherwise be necessary to authorize additional shares of Common Stock for issuance issuable upon exchange of a Right, (i) Common Stock Equivalents, as such term is used in Section 11(a)(iii), (ii) cash, (iii) debt securities of the RightsCompany, (iv) other assets or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors (whose determination shall be described in a statement filed with the Rights Agent), equal to the current per share market price of one Common Share (determined pursuant to Section 11(d)) on the Trading Day immediately preceding the date of the effectiveness of the exchange pursuant to this Section 24. (d) The Corporation exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish, including, without limitation, a requirement that a Rights holder submitting Rights for exchange must certify that such holder is not, or after due inquiry and to the best of such holder’s knowledge did not receive such holder’s Rights from, a Person who is or was, an Acquiring Person or Associate or Affiliate of an Acquiring Person. Without limiting the foregoing, prior to effecting an exchange pursuant to this Section 24, the Board of Directors may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors 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 (or substitute securities or assets pursuant to Section 24(c)) issuable pursuant to the exchange (or any portion thereof that have not theretofore been issued in connection with the exchange). From and after the time at which such shares are issued to the Trust, all Persons then entitled to receive shares pursuant to the exchange shall be entitled to receive such shares (or substitute securities or assets pursuant to Section 24(c)) (and any dividends or distributions made thereon after the date on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Any shares of capital stock issued at the direction of the Board of Directors in connection herewith shall be validly issued, fully paid and non-assessable Common Shares or Preferred Shares (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued. (e) The Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which that evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (de), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of Shares, each Right being exchangeable for one share per RightCommon Share, appropriately adjusted to reflect any stock split, stock dividend or similar transaction specified in Section 11(a)(i) occurring after the date hereof (such number of Common Shares issuable in exchange ratio for one Right being hereinafter referred to herein as the "“Exchange Ratio"Shares”). 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 an any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioShares. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding outstanding, or authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares for issuance upon exchange of the RightsRights or shall take such other action specified in Section 11(a)(iii) hereof. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph subsection (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second and third sentences of Common Stock Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724. (e) Following the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to this Section 24, the Company may implement such procedures in its sole discretion as it deems appropriate for the purpose of ensuring that the Common Shares (or such other consideration) issuable upon an exchange pursuant to this Section 24 not be received by holders of Rights that have become null and void pursuant to Section 7(e) hereof. In furtherance thereof, if so directed by the Company, all or a portion of the Common Shares (or other consideration) potentially issuable to holders of Rights upon an exchange pursuant to this Section 24, who have not verified to the satisfaction of the Company, in its sole discretion, that they are not Acquiring Persons, may be deposited in a trust established by the Company pending receipt of appropriate verification.

Exchange. (a) The Board of Directors of the Corporation 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 will not include Rights that have become null and void pursuant to the provisions of Section 7(e) hereof)) for shares of Common Stock at an exchange ratio of one share of the Common Stock of the Company per Right, appropriately adjusted to reflect any stock share split, stock share dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall is not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstandingCommon Stock. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give public notice of any such exchange; providedexchange in accordance with Section 26, however, that but the failure to give, or any defect in, such notice shall will not affect the validity of such exchange. The Corporation 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 that is mailed in the manner herein provided shall will be deemed considered given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of 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 will 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) hereof)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event Company, at its option, may substitute Preferred Stock (or Preferred Stock Equivalents) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Preferred Stock Equivalents) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the economic rights of the Preferred Stock pursuant to the terms thereof, so that there shall not be sufficient shares the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock will have the same economic rights as one share of Common Stock. (d) If the Company elects to make any exchange pursuant to this Section 24 and, at the time of that exchange, there is not sufficient Common Stock or Preferred Stock (or Preferred Stock Equivalents) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action actions as may be necessary to authorize additional shares of Common Stock or Preferred Stock (or Preferred Stock Equivalents) for issuance upon exchange of the Rights. (de) The Corporation shall Company will not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In If the Company elects not to issue those fractional shares of Common Stock, the Company shall pay, in lieu of such those fractional sharesshares of Common Stock, the Corporation shall pay to the registered holders of the Rights Right Certificates with regard to which such those fractional shares of Common Stock 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 share of Common StockStock of the Company. For the purposes of this paragraph (de), the current market value Fair Market Value of a whole share of Common Stock of the Company shall be the closing price of a share of Common Stock of the Company (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 2724. (f) For a period of 180 days from the date of the Distribution Date, the right to exchange the Rights set forth in this Section 24 shall only be exercisable by the Board of Directors if a majority of the directors who are members of such Board held such office for at least six months prior to the beginning of the period.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof11(a)(ii)) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), ) together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 outstanding and exercisable Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding or authorized but unissued and unreserved to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock 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 Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation may, may at its option, at any 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share 1.5 shares of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient the number of shares of Common Stock issued which are 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 are not sufficient to permit any exchange of the Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph subsection (d), the current market value of a whole share of Common Stock shall be the closing price (as determined pursuant to the second sentence of a share of Common Stock Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724. Section 25.

Exchange. (a) The Board of Directors of the Corporation 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 will not include Rights that have become void pursuant to the provisions of Section 7(e) hereof)) for shares of Common Stock Shares at an exchange ratio of one share Common Share of the Company per Right, appropriately adjusted to reflect any stock share split, stock share dividend or similar transaction occurring after the date hereof (such that exchange ratio being hereinafter referred to as ratio, the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall is not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstandingCommon Shares. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give public notice of any such exchange; providedexchange in accordance with Section 26, however, that but the failure to give, or any defect in, such notice shall will not affect the validity of such exchange. The Corporation 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 will be deemed considered given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock 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 will 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) hereof)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event Company, at its option, may substitute Preferred Shares (or Preferred Share Equivalents) for Common Shares exchangeable for Rights, at the initial rate of one ten-thousandth of a Preferred Share (or Preferred Share Equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the economic 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 will have the same economic rights as one Common Share. (d) If the Company elects to make any exchange pursuant to this Section 24 and, at the time of that exchange, there shall are not be sufficient shares of Common Stock Shares or Preferred Shares (or Preferred Share Equivalents) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action actions as may be necessary to authorize additional shares of Common Stock Shares or Preferred Shares (or Preferred Share Equivalents) for issuance upon exchange of the Rights. (de) The Corporation shall Company will not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In If the Company elects not to issue those fractional Common Shares, the Company shall pay, in lieu of such those fractional sharesCommon Shares, the Corporation shall pay to the registered holders of the Rights Right Certificates with regard to which such those fractional shares of Common Stock 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 share Common Share of Common Stockthe Company. For the purposes of this paragraph (de), the current market value Fair Market Value of a whole share Common Share of Common Stock the Company shall be the closing price of a share Common Share of Common Stock the Company (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 2724.

Exchange. (a) The Board of Directors of the Corporation may, at its option, at any time after any Person becomes an Acquiring Person, the 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 7(e) hereof) for shares of Common Stock (or Common Stock Equivalents) at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personany Company Entity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Voting shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph and in compliance with subsection (a) of this Section 27 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 7(e) hereof, shall be to receive that number of 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 Corporation 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 Corporation 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 shares of 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 7(e) hereof)) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required required, pursuant to this Section 24, to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Certificates Right Certificates, with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724, 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 Corporation 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 7(e11(a)(ii) or Section 7(l) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(e11(a)(ii) or Section 7(l) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Subject to any limitations of applicable law, the Board of Directors of the Corporation 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 7(e7(g) hereofor Section 11(a)(ii)) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding.ratio (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right rights thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e7(g) or Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 27, the Company, at its option, may substitute Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(b)) 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 shares of Common Stock 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 27, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares or Preferred Shares for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders holder of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph subsection (de), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i) ) for the Trading Day immediately prior after the public announcement by the Company that an exchange is to the date of exchange be effected pursuant to this Section 27.

Exchange. (a) The Board of Directors of the Corporation 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 7(e11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity or trustee holding Common Shares for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of Common Stock 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 7(e11(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 Preferred Shares or common stock equivalents for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or an appropriate number of 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 shares Common Shares, Preferred Shares or common stock equivalent authorized by the Company’s certificate of Common Stock issued but 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares, Preferred Shares or common stock equivalents for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724. (f) Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the preceding sentence, the Board may (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided that such trust or other entity may not be controlled by the Company or any of its Affiliates or Associates and provided further that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all of the rights that a stockholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors or such trust or entity. In the event the Board of Directors determines, before the Distribution Date, to effect an exchange, such Board may delay the occurrence of the Distribution Date to such time as such Board deems advisable; provided that the Distribution Date must occur no later than twenty (20) days after the Stock Acquisition Date.

Exchange. (a) The Board of Directors of the Corporation may, may at its option, at any 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share 1.5 shares of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient the number of shares of Common Stock issued which are 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 are not sufficient to permit any exchange of the Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph subsection (d), the current market value of a whole share of Common Stock shall be the closing price (as determined pursuant to the second sentence of a share of Common Stock Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724. (e) Notwithstanding the provision of Section 24(a), in the event that a majority of the Board of Directors of the Company is elected by stockholder action at an annual or special meeting of stockholders, then until the 180th day following the effectiveness of such election (including any postponement or adjournment thereof), the Rights shall not be exchanged pursuant to Section 24(a) if such exchange is reasonably likely to have the purpose or effect of facilitating a Transaction with an Interested Person.

Exchange. (a) The Board of Directors of the Corporation 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 will not include Rights that have become void pursuant to the provisions of Section 7(e) hereof)) for shares of Common Stock at an exchange ratio of one share of the Common Stock of the Company per Right, appropriately adjusted to reflect any stock share split, stock share dividend or similar transaction occurring after the date hereof (such that exchange ratio being hereinafter referred to as ratio, the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall is not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and 31 34 Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstandingCommon Stock. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give public notice of any such exchange; providedexchange in accordance with Section 26, however, that but the failure to give, or any defect in, such notice shall will not affect the validity of such exchange. The Corporation 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 will be deemed considered given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of 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 will 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) hereof)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event Company, at its option, may substitute Preferred Stock (or Preferred Stock Equivalents) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Preferred Stock Equivalents) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the economic rights of the Preferred Stock pursuant to the terms thereof, so that there shall not be sufficient shares the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock will have the same economic rights as one share of Common Stock. (d) If the Company elects to make any exchange pursuant to this Section 24 and, at the time of that exchange, there is not sufficient Common Stock or Preferred Stock (or Preferred Stock Equivalents) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action actions as may be necessary to authorize additional shares of Common Stock or Preferred Stock (or Preferred Stock Equivalents) for issuance upon exchange of the Rights. (de) The Corporation shall Company will not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In If the Company elects not to issue those fractional shares of Common Stock, the Company shall pay, in lieu of such those fractional sharesshares of Common Stock, the Corporation shall pay to the registered holders of the Rights Right Certificates with regard to which such those fractional shares of Common Stock 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 share of Common StockStock of the Company. For the purposes of this paragraph (de), the current market value Fair Market Value of a whole share of Common Stock of the Company shall be the closing price of a share of Common Stock of the Company (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 27.24. 32 35

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustments in the date hereof number of Rights pursuant to Section 11 of this Rights Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or any such Subsidiary, or any entity holding securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such employee benefit plan or compensation arrangement), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstandingPower of the Company. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right rights thereafter of a holder holders of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company promptly 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 Corporation 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 shares of 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 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights, including without limitation seeking approval from the Company's stockholders of an increase in the number of authorized shares of Common Stock. (d) The Corporation Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing current market price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(f) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares Common Shares, each Right being exchangeable for one-tenth of a Common Stock at an exchange ratio of one share per RightShare, appropriately adjusted to reflect any stock split, stock dividend or similar transaction specified in Section 11(a)(i) occurring after the date hereof (such number of Common Shares issuable in exchange ratio for one Right being hereinafter referred to herein as the "Exchange RatioShares"). Notwithstanding the foregoing, the Board of Directors Director shall not be empowered to effect such exchange at any time after any Person (other than an any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioShares. The Corporation Company shall promptly give public notice of any such exchangeexchange with prompt 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 Corporation 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 shares of Common Stock 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 null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In any exchange event pursuant to this Section 24, the Company, at its option, may substitute Equivalent Common Shares (as such term is defined in paragraph (b) of Section 11) for Common Shares exchangeable for Rights, at the initial rate of one-tenth of a share of Equivalent Common Shares for each Common Share, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions occurring after the date hereof. (d) In the event that there shall not be sufficient shares of Common Stock Shares issued but not outstanding outstanding, or authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock Shares for issuance upon exchange of the RightsRights or shall take such other action specified in Section 11(a)(iii) hereof. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph subsection (de), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second and third sentences of Common Stock Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(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, so that the fraction of a share of a 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 shares of Common Stock issued or Preferred Stock (or Equivalent 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 2724 or that any regulatory actions or approvals are required in connection therewith, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock or Preferred Stock (or Equivalent Preferred Stock) for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of fractional shares of Common Stock or to distribute certificates which evidence fractional sharesshares of Common Stock pursuant to this Section 24. In lieu of such fractional sharesshares of Common Stock, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (dSection 24(e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724. (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 Board of Directors of the Corporation may, . at its option, at any time after any Person becomes an Acquiring Personthe Stock Acquisition Date, 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) hereof or Rights that have been exercised pursuant to Section 7 hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock then outstandingOutstanding Shares. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 27 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 shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 shares of 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 7(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 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 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 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (de) The Corporation Company shall not be required to issue fractions of shares of Common Stock or or, in the case of certificated shares, to distribute certificates which evidence fractional sharesshares of Common Stock. In lieu of such fractional sharesshares of Common Stock, the Corporation there shall pay be paid to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per each outstanding Right, as appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall is not be empowered to effect such exchange at any time after any Person (other than an Exempt Acquiring Person), together with all Affiliates and Associates of such Personits Related Persons, becomes the Beneficial Owner of 50% or more of the Voting shares of Common Stock then outstanding. The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. From and after the occurrence of a Flip-Over Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) will thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 24 and without any further action and without any or notice, the right to exercise such Rights shall will terminate and the only right thereafter of a holder of such Rights shall be to receive that a number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation Company shall promptly give (i) written notice to the Rights Agent of any such exchange; and (ii) public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall will not affect the validity of such exchange. The Corporation 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 shares of Common Stock for Rights will shall be effected and, in the event of any partial exchange, the number of Rights which will that shall be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In The Company may at its option substitute, and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any an exchange of Rights for Common Stock as contemplated in accordance with this Section 2724, the Corporation Company shall take all substitute to the extent of such action as may be necessary to authorize additional shares insufficiency, for each share of Common Stock for issuance that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Stock, as such term is defined in Section 11(b)) such that the RightsCurrent Market Price of one share of Preferred Stock (or Equivalent Preferred Share) multiplied by such number or fraction is equal to the Current Market Price of one share of Common Stock as of the date of such exchange. (d) The Corporation Upon declaring an exchange pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Company may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or such other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have become null and void pursuant to Section 7(e) hereof. Before effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and the Company shall issue to the trust created by the Trust Agreement (the “Trust”) all or a portion (as designated by the Board) of the shares of Common Stock and other securities, if any, distributable pursuant to the Exchange, and all stockholders entitled to distribution of such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive a distribution of such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) only from the Trust and solely upon compliance with all relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Related Persons (or former Beneficial Owners thereof and their Related Persons) as the Company reasonably requests in order to determine if such Rights are null and void. If any Person fails to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e) hereof and not be required to issue fractions of transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, other securities issued at the Corporation shall pay to the registered holders direction of the Rights Certificates with regard to which such fractional Board in connection herewith shall be validly issued, fully paid and nonassessable shares of Common Stock would otherwise or of such other securities (as the case may be), and the Company shall be issuable an amount in cash deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the same fraction aggregate par value of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 27shares so issued.

Exchange. (a) The Board of Directors of the Corporation 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 7(e) hereof11(a)(ii)) for shares of Common Stock Shares at an exchange ratio of one share Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), ) together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Voting Stock Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 27 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 shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation 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 Corporation 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 stat the method by which the exchange of the shares of Common Stock 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 outstanding and exercisable Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof11(a)(ii)) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or Shares authorized but unissued and unreserved to permit any exchange of Rights as contemplated in accordance with this Section 2724, the Corporation Company shall take all such action as may be necessary to authorize additional shares of Common Stock 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, th 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 Corporation Company shall not be required to issue fractions of shares of Common Stock Shares or to distribute certificates which evidence fractional sharesCommon Shares. In lieu of such fractional sharesCommon Shares, the Corporation Company shall pay to the registered holders of the Rights Right Certificates with regard to which such fractional shares of Common Stock Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common StockShare. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock Share shall be the closing price of a share Common Share (as determined pursuant to the second sentence of Common Stock Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2724.