Common use of Exercise of Rights; Exercise Price; Expiration Date of Rights Clause in Contracts

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 7(c), Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number of shares of Common Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Close of Business on the Final Expiration Date or such later date as may be established by the Board prior to the expiration of the Rights; (ii) the time at which the Rights are redeemed as provided in Section 23 hereof; (iii) the time at which such Rights are exchanged pursuant to Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 7(c), Section 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number of shares Units of a share of Common Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable, at or prior to the earliest of (i) the Close of Business on the Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsDate; (ii) the time at which the Rights are redeemed as provided in Section 23 hereof; (iii) the time at which such Rights are exchanged pursuant to Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f13(e) hereof at which time the Rights are terminated (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one ten-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the earliest of (i) the Close of Business on September 25, 2016 (the “Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsDate”); (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereofhereof (the “Redemption Date”); (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereofhereof (the “Exchange Date”); and or (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section Sections 1(g)(ii)(A)(4) and 13(f) hereof at which time the Rights are terminated terminated; (the earliest of (i), (ii), ) (iii) and (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, purpose accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisable, at or exercised prior to the earliest of (i) the Close of Business on the Final Expiration Date May 28, 2025 or such later date as may be established by the Board prior to the expiration of the Rights; (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof; (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the terminated(the earliest of (i), (ii), (iii) and – (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 7(cSections 11(a)(iii), Section 9(c), Section 11(a)(iii23(a) and Section 23(a24(b) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to each surrendered Right for the total number of shares of Common Stock Preference Shares (or other securities, cash securities or other assetsproperty, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the earliest of (i) the Close close of Business business on June 1, 2009 (the "Final Expiration Date or such later date as may be established by the Board prior to the expiration of the Rights; Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof; hereof (the "Redemption Date") or (iii) the time at which such all exercisable Rights are exchanged pursuant to by the Company as provided in Section 24 hereof; and hereof (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the such earliest of (i), (ii), (iii) and (iv) date being herein referred to as the “"Expiration Date”").

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, request together with payment of the aggregate Exercise Price with respect to the total number for each one one- thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or prior to the earliest of (i) the Close of Business on the Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsAugust 3, 2024; (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof; (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated terminated; and (v) the Close of Business on the date set by the Board following a determination by the Board that (x) this Agreement is no longer necessary or desirable for the preservation of Tax Benefits or (y) no Tax Benefits are available to be carried forward or are otherwise available (the earliest of (i), ) – (ii), (iii) and (ivv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-hundredth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the earliest of (i) the Close of Business on March 9, 2017 (the “Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsDate”); (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereofhereof (the “Redemption Date”); (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereofhereof (the “Exchange Date”); and or (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section Sections 1(g)(ii)(A)(4) and 13(f) hereof at which time the Rights are terminated terminated; (the earliest of (i), (ii), ) (iii) and (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the earliest of (i) the Close of Business on June 26, 2019 (the “Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsDate”); (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereofhereof (the “Redemption Date”); (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereofhereof (the “Exchange Date”); and or (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(h)(ii)(A)(4) and Section 13(f) hereof at which time the Rights are terminated terminated; (the earliest of (i), (ii), ) (iii) and (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the earliest of (i) the Close of Business on November 6, 2019 (the “Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsDate”); (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereofhereof (the “Redemption Date”); (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; and hereof (the “Exchange Date”) or (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(i)(ii)(A)(4) and Section 13(f) hereof at which time the Rights are terminated terminated; (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one- thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisable, at or exercised prior to the earliest of (i) the Close of Business on the Final Expiration Date Date, or such later date as may be established by the Board prior to the expiration of the Rights; (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof; (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest of (i), (ii), (iii) and – (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisable, at or exercised prior to the earliest of (i) the Close of Business on the Final Expiration Date April 15, 2021 or such later date as may be established by the Board prior to the expiration of the RightsRights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof; (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; hereof and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest of (i), (ii), (iii) and – (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof), the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 7(c), Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to for the total number of shares one one-thousandths of Common Stock a Preferred Share (or other securities, cash or other assets, as the case may be) as to for which such the surrendered Rights are then exercisableexercised, at or prior to the earliest earlier of (i) the Close of Business on April 7, 2014 (the “Final Expiration Date or such later date as may be established by the Board prior to the expiration of the Rights; Date”), (ii) the time at which the Rights are redeemed as provided in accordance with Section 23 hereof; 23, and (iii) the time at which such Rights are exchanged pursuant to in accordance with Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest earlier of (i), (ii), (iii) and (iv) being herein referred to as iii), the “Expiration Date”). Except as set forth in Section 7(e) and notwithstanding any other provision (except Section 7(e)) of this Agreement, any Person who prior to the Distribution Date becomes a record holder of Common Shares may exercise all of the rights of a registered holder of a Right Certificate with respect to the Rights associated with such Common Shares in accordance with the provisions of this Agreement, as of the date such Person becomes a record holder of Common Shares.

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisable, at or exercised prior to the earliest of (i) the Close of Business on the Final Expiration Date December 21, 2021 or such later date as may be established by the Board prior to the expiration of the RightsRights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension; (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof; (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; hereof and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest of (i), (ii), (iii) and – (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed, if required), to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or prior to the earliest of (i) the Close of Business on September 22, 2021 (the “Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsDate”); (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereofhereof (the “Redemption Date”); (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereofhereof (the “Exchange Date”); and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest of (i), (ii), (iii) and – (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisable, at or exercised prior to the earliest of (i) the Close of Business on the Final Expiration Date May 3, 2024 or such later date as may be established by the Board prior to the expiration of the RightsRights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension; (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof; (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; hereof and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest of (i), (ii), (iii) and – (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or prior to the earliest of (i) the Close of Business on the Final Expiration Date July 6, 2026, or such later date as may be established by the Board prior to the expiration of the Rights; (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof; (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated terminated; and (v) the Close of Business on the date set by the Board following a determination by the Board that (x) this Agreement is no longer necessary or desirable for the preservation of Tax Benefits or (y) no Tax Benefits are available to be carried forward or are otherwise available (the earliest of (i), ) – (ii), (iii) and (ivv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) )), in whole or in part part, at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to for each one one-thousandth of a share of Preferred Stock of the total number of shares of Company (or Common Stock (or of the Company, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to before the earliest of (i) the Close of Business on November 19, 2021 (the “Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsDate”); (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof(the “Redemption Date”); (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof(the “Exchange Date”); and or (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(i)(ii)(A)(4) and Section 13(f) hereof at which time the Rights are terminated terminated; (the earliest of (i), (ii), ) (iii) and (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed, if required), to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or prior to the earliest of (i) the Close of Business on the Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsAugust 24, 2023; (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof; (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated terminated; and (v) the Close of Business on the date set by the Board following a determination by the Board that (x) this Agreement is no longer necessary or desirable for the preservation of Tax Benefits or (y) no Tax Benefits are available to be carried forward or are otherwise available (the earliest of (i), ) – (ii), (iii) and (ivv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, request together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or prior to the earliest of (i) the Close of Business on the Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsAugust 3, 2024; (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof; (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated terminated; and (v) the Close of Business on the date set by the Board following a determination by the Board that (x) this Agreement is no longer necessary or desirable for the preservation of Tax Benefits or (y) no Tax Benefits are available to be carried forward or are otherwise available (the earliest of (i), ) – (ii), (iii) and (ivv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the earliest of (i) the Close of Business on September 25, 2017 (the “Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsDate”); (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereofhereof (the “Redemption Date”); (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereofhereof (the “Exchange Date”); and or (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(h)(ii)(A)(4) and Section 13(f) hereof at which time the Rights are terminated terminated; (the earliest of (i), (ii), ) (iii) and (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed, if required), to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or prior to the earliest of (i) the Close of Business on the Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsJuly 28, 2023; (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof; (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated terminated; and (v) the Close of Business on the date set by the Board following a determination by the Board that (x) this Agreement is no longer necessary or desirable for the preservation of Tax Benefits or (y) no Tax Benefits are available to be carried forward or are otherwise available (the earliest of (i), ) – (ii), (iii) and (ivv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby hereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 7(c), Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to for the total number of shares one one-hundredths of Common a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisableexercised, at or prior to the earliest earlier of (i) the Close close of Business business on the December 8, 1999 ("Final Expiration Date or such later date as may be established by the Board prior to the expiration of the Rights; Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof; hereof or (iii) the time at which such Rights are exchanged pursuant to as provided in Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest earlier of (i), (ii), ) or (iii) and (iv) being herein referred to as the “"Expiration Date”"). Except as set forth in Section 7(e) hereof and notwithstanding any other provision in this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock may exercise all of the rights of a registered holder of a Right Certificate with respect to the Rights associated with such shares of Common Stock in accordance with the provisions of this Agreement, as of the date such Person becomes a record holder of shares of Common Stock.

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the earliest of (i) the Close of Business on January 24, 2017 (the “Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsDate”); (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereofhereof (the “Redemption Date”); (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereofhereof (the “Exchange Date”); and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section Sections 1(g)(ii)(A)(4) and 13(f) hereof at which time the Rights are terminated (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisable, at or exercised prior to the earliest of (i) the Close of Business on March 19, 2021 (the “Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsDate”); (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereofhereof (the “Redemption Date”); (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereofhereof (the “Exchange Date”); and or (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section Sections 1(g)(ii)(A)(4) and 13(f) hereof at which time the Rights are terminated terminated; (the earliest of (i), (ii), (iii) and (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee signature guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisable, at or exercised prior to the earliest of (i) the Close of Business on the Final Expiration Date Date, or such later date as may be established by the Board prior to the expiration of the Rights; (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof; (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest of (i), (ii), (iii) and – (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the earliest of (i) the Close of Business on October 5, 2015 (the “Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsDate”); (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereofhereof (the “Redemption Date”); and (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereofhereof (the “Exchange Date”); and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest of (i), (ii), (iii) and (iviii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof), the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 7(c), Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to for the total number of shares one one-thousandths of Common Stock a Preferred Share (or other securities, cash or other assets, as the case may be) as to for which such the surrendered Rights are then exercisableexercised, at or prior to the earliest earlier of (i) the Close of Business on January 26, 2009 (the "Final Expiration Date or such later date as may be established by the Board prior to the expiration of the Rights; Date"), (ii) the time at which the Rights are redeemed as provided in accordance with Section 23 hereof; 23, and (iii) the time at which such Rights are exchanged pursuant to in accordance with Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest earlier of (i), (ii), (iii) and (iv) being herein referred to as iii), the “"Expiration Date”"). Except as set forth in Section 7(e) and notwithstanding any other provision (except Section 7(e)) of this Agreement, any Person who prior to the Distribution Date becomes a record holder of Common Shares may exercise all of the rights of a registered holder of a Right Certificate with respect to the Rights associated with such Common Shares in accordance with the provisions of this Agreement, as of the date such Person becomes a record holder of Common Shares.

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) ), in whole or in part part, at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the earliest of (i) the Close of Business on May 2, 2019 (the “Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsDate”); (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereofhereof (the “Redemption Date”); (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereofhereof (the “Exchange Date”); and or (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 1(g)(ii)(A)(4) and Section 13(f) hereof at which time the Rights are terminated terminated; (the earliest of (i), (ii), ) (iii) and (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof), the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 7(c), Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to for the total number of shares one one-thousandths of Common Stock a Preferred Share (or other securities, cash or other assets, as the case may be) as to for which such the surrendered Rights are then exercisableexercised, at or prior to the earliest earlier of (i) the Close of Business on January 6, 2009 (the "Final Expiration Date or such later date as may be established by the Board prior to the expiration of the Rights; Date"), (ii) the time at which the Rights are redeemed as provided in accordance with Section 23 hereof; 23, and (iii) the time at which such Rights are exchanged pursuant to in accordance with Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest earlier of (i), (ii), (iii) and (iv) being herein referred to as iii), the “"Expiration Date”"). Except as set forth in Section 7(e) and notwithstanding any other provision (except Section 7(e)) of this Agreement, any Person who prior to the Distribution Date becomes a record holder of Common Shares may exercise all of the rights of a registered holder of a Right Certificate with respect to the Rights associated with such Common Shares in accordance with the provisions of this Agreement, as of the date such Person becomes a record holder of Common Shares.

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof), the registered holder of any Rights Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability set forth in Section 7(c), Section 9(c), Section 11(a)(iii) and Section 23(a) hereofherein) in whole or in part at any time after the Distribution Date upon surrender of the Rights Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to for the total number of shares one ten-thousandths of Common Stock a Preferred Share (or other securities, cash or other assets, as the case may be) as to for which such the surrendered Rights are then exercisableexercised, at or prior to the earliest earlier of (i) the Close of Business on May 25, 2009 (the "Final Expiration Date or such later date as may be established by the Board prior to the expiration of the Rights; Date"), (ii) the time at which the Rights are redeemed as provided in accordance with Section 23 hereof; 23, and (iii) the time at which such Rights are exchanged pursuant to in accordance with Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest earlier of (i), (ii), (iii) and (iv) being herein referred to as iii), the “"Expiration Date”"). Except as set forth in Section 7(e) and notwithstanding any other provision (except Section 7(e)) of this Agreement, any Person who prior to the Distribution Date becomes a record holder of Common Shares may exercise all of the rights of a registered holder of a Right Certificate with respect to the Rights associated with such Common Shares in accordance with the provisions of this Agreement, as of the date such Person becomes a record holder of Common Shares.

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein herein, including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executedexecuted (with such signature duly guaranteed, if required), to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised and an amount equal to any tax or charge required to be paid under Section 9(e) hereof, at or prior to the earliest of (i) the Close of Business on the Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsNovember 9, 2023; (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof; (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated terminated; and (v) the Close of Business on the date set by the Board following a determination by the Board that (x) this Agreement is no longer necessary or desirable for the preservation of Tax Benefits or (y) no Tax Benefits are available to be carried forward or are otherwise available (the earliest of (i), ) – (ii), (iii) and (ivv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisableexercised, at or prior to the earliest of of: (i) the Close of Business on February 14, 2020 (the “Final Expiration Date or such later date as may be established by the Board prior to the expiration of the RightsDate”); (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereofhereof (the “Redemption Date”); (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereofhereof (the “Exchange Date”); and or (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated terminated; (the earliest of (i), (ii), ) (iii) and (iv) being herein referred to as the “Expiration Date”).

Exercise of Rights; Exercise Price; Expiration Date of Rights. (a) Subject to Section 7(e) hereof, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including, without limitation, in the restrictions on exercisability set forth in Section 7(c), Section Sections 9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part at any time after the Distribution Date upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the aggregate Exercise Price with respect to the total number for each one one-thousandth of shares a share of Common Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered the Rights are then exercisable, at or exercised prior to the earliest of (i) the Close of Business on the Final Expiration Date May 3, 2022 or such later date as may be established by the Board prior to the expiration of the RightsRights as long as the extension is submitted to the stockholders of the Company for ratification at the next annual meeting of stockholders succeeding such extension; (ii) the time at which the Rights are redeemed as provided in pursuant to Section 23 hereof; (iii) the time at which such the Rights are exchanged pursuant to Section 24 hereof; hereof and (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) hereof at which time the Rights are terminated (the earliest of (i), (ii), (iii) and – (iv) being herein referred to as the “Expiration Date”).