Common use of EXERCISE OR EXCHANGE OF RIGHTS UNDER CERTAIN CIRCUMSTANCES Clause in Contracts

EXERCISE OR EXCHANGE OF RIGHTS UNDER CERTAIN CIRCUMSTANCES. In the event that (i) a Person becomes an Acquiring Person, (ii) a Person (other than an Exempt Person) commences or publicly announces the intention to commence a tender or exchange offer to become the Beneficial Owner of 15% or more of the shares of Common Stock outstanding, or (iii) a person is declared to be an Adverse Person (where the earliest of such events shall be referred to as a "Flip-In Event"), proper provision will be made so that the registered holder of each Right (other than Rights Beneficially Owned by a Restricted Person or their designated transferees) will thereafter have the right, unless the Rights are earlier redeemed, exchanged or expire, to acquire, upon exercise and payment of the Exercise Price, to receive the number of shares of Common Stock which, at the time of the occurrence of such event, will have a market value equal to two times the then current Exercise Price. After a Flip-In Event, all rights which are, or (under certain circumstances specified in the Rights Agreement) were, Beneficially Owned by a Restricted Person or designated transferees therefrom, will be or become void. Under no circumstances may a Right be exercised unless the Company's option to redeem the Rights has expired. At any time after a Flip-In Event and prior to the time that any Person (other than an Exempt Person), together with its Affiliates and Associates, has become the Beneficial Owner of 50% or more of the outstanding shares of Common Stock, the Board may direct that all or any part of the outstanding and exercisable Rights (other than Rights which have become void) be exchanged for shares of Common Stock at the exchange rate of one share of Common Stock per Right, adjusted to give effect to any Dilution Event. Any partial exchange will be effected pro rata among the registered holders of the Rights based upon the number of Rights held.

EXERCISE OR EXCHANGE OF RIGHTS UNDER CERTAIN CIRCUMSTANCES. In the event that (i) a Person becomes an Acquiring Person, Person or (ii) a Person (other than an Exempt Person) commences or publicly announces the intention to commence a tender or exchange offer to become the Beneficial Owner of 15% or more of the shares of Common Stock outstanding, or (iii) a person is declared to be an Adverse Person outstanding (where the earliest of such events shall be referred to as a "Flip-In Event"), proper provision will be made so that the registered holder of each Right (other than Rights Beneficially Owned by a Restricted Person or their designated transferees) will thereafter have the right, unless the Rights are earlier redeemed, exchanged or expire, to acquire, upon exercise and payment of the Exercise Price, to receive the number of shares of Common Stock which, at the time of the occurrence of such event, will have a market value equal to two times the then current Exercise Price. After a Flip-In Event, all rights which are, or (under certain circumstances specified in the Rights Agreement) were, Beneficially Owned by a Restricted Person or designated transferees therefrom, will be or become void. Under no circumstances may a Right be exercised unless the Company's option to redeem the Rights has expired. At any time after a Flip-In Event and prior to the time that any Person (other than an Exempt Person), together with its Affiliates and Associates, has become the Beneficial Owner of 50% or more of the outstanding shares of Common Stock, the Board may direct that all or any part of the outstanding and exercisable Rights (other than Rights which have become void) be exchanged for shares of Common Stock at the exchange rate of one share of Common Stock per Right, adjusted 57 to give effect to any Dilution Event. Any partial exchange will be effected pro rata among the registered holders of the Rights based upon the number of Rights held.

EXERCISE OR EXCHANGE OF RIGHTS UNDER CERTAIN CIRCUMSTANCES. In the event that (i) a Person becomes an Acquiring Person, Person or (ii) a Person (other than an Exempt Person) commences or publicly announces the intention to commence a tender or exchange offer to become the Beneficial Owner of 15% or more of the shares of Common Stock outstanding, or (iii) a person is declared to be an Adverse Person outstanding (where the earliest of such events shall be referred to as a "Flip-In Event"), proper provision will be made so that the registered holder of each Right (other than Rights Beneficially Owned by a Restricted Person or their designated transferees) will thereafter have the right, unless the Rights are earlier redeemed, exchanged or expire, to acquire, upon exercise and payment of the Exercise Price, to receive the number of shares of Common Stock which, at the time of the occurrence of such event, will have a market value equal to two times the then current Exercise Price. After a Flip-In Event, all rights which are, or (under certain circumstances specified in the Rights Agreement) were, Beneficially Owned by a Restricted Person or designated transferees therefrom, will be or become void. Under no circumstances may a Right be exercised unless the Company's option to redeem the Rights has expired. At any time after a Flip-In Event and prior to the time that any Person (other than an Exempt Person), together with its Affiliates and Associates, has become the Beneficial Owner of 50% or more of the outstanding shares of Common Stock, the Board may direct that all or any part of the outstanding and exercisable Rights (other than Rights which have become void) be exchanged for shares of Common Stock at the exchange rate of one share of Common Stock per Right, adjusted to give effect to any Dilution Event. Any partial exchange will be effected pro rata among the registered holders of the Rights based upon the number of Rights held.

EXERCISE OR EXCHANGE OF RIGHTS UNDER CERTAIN CIRCUMSTANCES. In the event that (i) a Person becomes an Acquiring Person, (ii) a Person (other than an Exempt Person) commences or first publicly announces the intention of a Person (other than an Exempt Person) to commence a tender or exchange offer to become if, upon the consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock outstanding, or (iii) a person is declared to be an Adverse Person (where the earliest of such events shall be referred to as a "Flip-In Event"), proper provision will be made so that the registered holder of each Right (other than Rights Beneficially Owned by a Restricted Person or their designated transferees) will thereafter have the right, unless the Rights are earlier redeemed, exchanged or expire, to acquire, upon exercise and payment of the Exercise Price, to receive the number of shares of Common Stock which, at the time of the occurrence of such event, will have a market value equal to two times the then current Exercise Price. After a Flip-In Event, all rights which are, or (under certain circumstances specified in the Rights Agreement) were, Beneficially Owned by a Restricted Person or designated transferees therefrom, will be or become void. Under no circumstances may a Right be exercised unless the Company's option to redeem the Rights has expired. At any time after a Flip-In Event and prior to the time that any Person (other than an Exempt Person), together with its Affiliates and Associates, has become the Beneficial Owner of 50% or more of the outstanding shares of Common Stock, the Board may direct that all or any part of the outstanding and exercisable Rights (other than Rights which have become void) be exchanged for shares of Common Stock at the exchange rate of one share of Common Stock per Right, adjusted to give effect to any Dilution Event. Any partial exchange will be effected pro rata among the registered holders of the Rights based upon the number of Rights held.

EXERCISE OR EXCHANGE OF RIGHTS UNDER CERTAIN CIRCUMSTANCES. In the event that (i) a Person becomes an Acquiring Person, (ii) a Person (other than an Exempt Person) commences or first publicly announces the intention of a Person (other than an Exempt Person) to commence a tender or exchange offer to become if, upon the consummation thereof, such Person would be the Beneficial Owner of 1520% or more of the shares of Common Stock outstanding, or (iii) a person is declared to be an Adverse Person (where the earliest of such events shall be referred to as a "Flip-In Event"), proper provision will be made so that the registered holder of each Right (other than Rights Beneficially Owned by a Restricted Person or their designated transferees) will thereafter have the right, unless the Rights are earlier redeemed, exchanged or expire, to acquire, upon exercise and payment of the Exercise Price, to receive the number of shares of Common Stock which, at the time of the occurrence of such event, will have a market value equal to two times the then current Exercise Price. After a Flip-In Event, all rights which are, or (under certain circumstances specified in the Rights Agreement) were, Beneficially Owned by a Restricted Person or designated transferees therefrom, will be or become void. Under no circumstances may a Right be exercised unless the Company's option to redeem the Rights has expired. At any time after a Flip-In Event and prior to the time that any Person (other than an Exempt Person), together with its Affiliates and Associates, has become the Beneficial Owner of 50% or more of the outstanding shares of Common Stock, the Board may direct that all or any part of the outstanding and exercisable Rights (other than Rights which have become void) be exchanged for shares of Common Stock at the exchange rate of one share of Common Stock per Right, adjusted to give effect to any Dilution Event. Any partial exchange will be effected pro rata among the registered holders of the Rights based upon the number of Rights held.