Common use of Fractional Rights and Fractional Shares Clause in Contracts

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing that represent fractional Rights. In lieu of If the Company shall determine not to issue such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard respect to which such fractional Rights would otherwise be issuable, at the time such fractional Rights would otherwise have been issued as provided herein, an amount in cash equal to the same fraction of the Closing Current Market Price of one a whole Right for on the Trading Business Day immediately prior to the date on upon which such fractional Rights would otherwise have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Common Shares or Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share of Preferred StockShare) upon exercise of the Rights Rights, or to distribute certificates that represent fractional Common Shares or scrip evidencing fractional shares of Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share Preferred Share). Fractions of Preferred Stock). Interests in fractions of shares of Preferred Stock Shares in integral multiples of one one-hundredth of a Fractional Preferred Share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced represented by depositary receipts, 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 Preferred Shares. If the shares Company shall determine not to issue fractional Common Shares or Preferred Shares (or depositary receipts in lieu of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockShares), the Company may shall pay to the registered holders of Rights Right Certificates with respect to which such fractional Common Shares or Preferred Shares would otherwise be issuable, at the time such Rights are exercised as herein provided herein, an amount in cash equal to the same fraction of one one-hundredth the Current Market Price of a whole Common Share or Preferred Share, as the case may be. For purposes of this Section 14(b), the Current Market Price of a whole Common Share or Preferred Share shall be the Closing Price of a per share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right Right, by the acceptance of the Right such Right, expressly waives his such holder's right to receive any fractional Rights or any fractional shares Common Shares or Preferred Shares upon exercise of a such Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth thousandth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates or scrip evidencing (i.e., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company may, but shall not be required to to, issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the Closing Price current market value of one a whole Right. For purposes of this Section 15(a), the current market value of a whole Right shall be the closing price of the Rights (as determined in a manner similar to that of Common Stock pursuant to the second and third sentences of the definition of Market Value contained in Section 1) for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company may, but shall not be required to to, issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) Shares upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receiptsShares. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockShares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares or (ii) in the case of a fraction of a Preferred Share (other than one one-hundredth (1/100th) of a Preferred Share or any integral multiple thereof), pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price current market value of one Preferred Share, if any are outstanding and publicly traded (or the Formula Number times the current market value of one share of Common Stock for if the Trading Day immediately prior Preferred Shares are not outstanding and publicly traded). If, as a result of an adjustment made pursuant to Section 12(a), the holder of any Right thereafter exercised shall become entitled to receive any securities other than Preferred Shares, the provisions of this Section 15(b) shall apply, as nearly as reasonably may be, on like terms to such other securities. (c) The Company may, but shall not be required to, issue fractions of shares of Common Stock upon exchange of Rights pursuant to Section 11(b), or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company may pay to the registered holders of the 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 one share of Common Stock as of the date of such exerciseon which a Person became an Acquiring Person. (d) The holder of a Right Rights by the acceptance of the Right Rights expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right except as permitted by provided in this Section 1415.

Fractional Rights and Fractional Shares. (a) The Company Corporation shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, After the Separation Time there shall be paid to the registered holders of the Rights Certificates Certificates, with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Market Price of one a whole Right for the Trading Day immediately prior to in lieu of such fractional Rights as of the date on which such fractional Rights would otherwise be issuable. The Rights Agent shall have been otherwise issuableno obligation to make any payments in lieu of fractional Rights unless the Corporation shall have provided the Rights Agent with the necessary funds to pay in full all amounts payable in accordance with subsection 2.2(e). (b) The Company Corporation shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) fractional Common Shares upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receiptsCommon Shares. In lieu of issuing fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockCommon Shares, the Company may Corporation shall pay to the registered holders holder of Rights Certificates Certificates, at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Eventprovided, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Market Price of one share of Common Stock for the Trading Day immediately prior to Share at the date of such exercise. The Rights Agent shall have no obligation to make any payments in lieu of fractional Common Shares unless the Corporation shall have provided the Rights Agent with the necessary funds to pay in full all amounts payable in accordance with subsection 2.2(e). (dc) The holder Rights Agent shall have no obligation to make any payments in lieu of a Right by issuing fractions of Rights or Common Shares pursuant to paragraph (a) or (b), respectively, unless and until the acceptance Corporation shall have provided to the Rights Agent the amount of the Right expressly waives his right cash to receive any be paid in lieu of issuing such fractional Rights or any fractional shares upon exercise of a RightCommon Shares, except as permitted by this Section 14the case may be.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing that represent fractional Rights. In lieu of If the Company shall determine not to issue such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard respect to which such fractional Rights would otherwise be issuable, at the time such fractional Rights would otherwise have been issued as provided herein, an amount in cash equal to the same fraction of the Closing Current Market Price of one a whole Right for on the Trading Business Day immediately prior to the date on upon which such fractional Rights would otherwise have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Common Shares or Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-thousandth of a Fractional Share of Preferred StockShare) upon exercise of the Rights Rights, or to distribute certificates that represent fractional Common Shares or scrip evidencing fractional shares of Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-thousandth of a Fractional Share Preferred Share). Fractions of Preferred Stock). Interests in fractions of shares of Preferred Stock Shares in integral multiples of one one- thousandth of a Fractional Preferred Share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced represented by depositary receipts, 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 Preferred Shares. If the shares Company shall determine not to issue fractional Common Shares or Preferred Shares (or depositary receipts in lieu of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockShares), the Company may shall pay to the registered holders of Rights Right Certificates with respect to which such fractional Common Shares or Preferred Shares would otherwise be issuable, at the time such Rights are exercised as herein provided herein, an amount in cash equal to the same fraction of one one-hundredth the Current Market Price of a whole Common Share or Preferred Share, as the case may be. For purposes of this Section 14(b), the Current Market Price of a whole Common Share or Preferred Share shall be the Closing Price of a per share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right Right, by the acceptance of the Right such Right, expressly waives his such holder's right to receive any fractional Rights or any fractional shares Common Shares or Preferred Shares upon exercise of a such Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing that represent fractional Rights. In lieu of If the Company shall determine not to issue such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard respect to which such fractional Rights would otherwise be issuable, at the time such fractional Rights would otherwise have been issued as provided herein, an amount in cash equal to the same fraction of the Closing Current Market Price of one a whole Right for on the Trading Business Day immediately prior to the date on upon which such fractional Rights would otherwise have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Common Shares or Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share of Preferred StockShare) upon exercise of the Rights Rights, or to distribute certificates that represent fractional Common Shares or scrip evidencing fractional shares of Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share Preferred Share). Fractions of Preferred Stock). Interests in fractions of shares of Preferred Stock Shares in integral multiples of one one-hundredth of a Fractional Preferred Share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced represented by depositary receipts, 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 Preferred Shares. If the shares Company shall determine not to issue fractional Common Shares or Preferred Shares (or depositary receipts in lieu of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockShares), the Company may shall pay to the registered holders of Rights Right Certificates with respect to which such fractional Common Shares or Preferred Shares would otherwise be issuable, at the time such Rights are exercised as herein provided herein, an amount in cash equal to the same fraction of one one-hundredth the Current Market Price of a whole Common Share or Preferred Share, as the case may be. For purposes of this Section 14(b), the Current Market Price of a whole Common Share or Preferred Share shall be the Closing Price of a per share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right Right, by the acceptance of the Right such Right, expressly waives his such holder’s right to receive any fractional Rights or any fractional shares Common Shares or Preferred Shares upon exercise of a such Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, fractional Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall permit the issuance and trading of Preferred Stock in fractional shares such that the smallest fractional share tradable at any particular time shall equal the reciprocal of the Adjustment Number in effect at that particular time. The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of a Fractional Share the reciprocal of Preferred Stockthe Adjustment Number) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of a Fractional Share the reciprocal of Preferred Stockthe Adjustment Number). Interests in fractions Fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receiptsStock. In lieu of fractional shares of Preferred Stock that are not integral multiples of the reciprocal of the Adjustment Number, the Company may at its option (i) issue scrip or warrants in registered form (either represented by a Fractional Share certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive the reciprocal of the Adjustment Number of one share of Preferred Stock upon the surrender of such scrip or warrants aggregating the reciprocal of the Adjustment Number of one share of Preferred Stock, the Company may or (ii) pay to the registered holders of Rights Certificates at the time such Rights Certificates are exercised as herein provided in this Agreement an amount in cash equal to the same fraction of one one-hundredth the relevant closing price of a share of Preferred Stock. For purposes of this Section 14(b), the Closing Price relevant closing price of a share of Preferred Stock shall be the closing price of a share of Preferred Stock (as determined pursuant to the second sentence of the definition of "Current Market Price" in Section 1) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or Common Equivalent Shares or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company may shall pay to the registered holders of the Rights Certificates at the time with regard to which such Rights are exercised as herein provided fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction product derived by multiplying (x) the subject fraction, by (y) the closing price of the Closing Price of one a share of Common Stock (as determined pursuant to the second sentence of the definition of "Current Market Price" in Section 1) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the his acceptance of the Right thereof expressly waives his any right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right (except as permitted by otherwise provided in this Section 14Agreement).

Fractional Rights and Fractional Shares. (a) The Company Corporation shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates (i.e., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) or scrip evidencing 11(f) hereof. If the Corporation shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company Corporation shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Corporation may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement between the Company Corporation and a depositary selected by it, provided that such agreement shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare, if the Company may pay Corporation does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights (i.e., Rights to acquire less than one one-thousandth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders record of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall is not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of any such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the Closing Price current market price of one a whole Right. For purposes of this Section 11(a), the current market price of a whole Right shall be the closing price of a Right at the close of the regular session of trading for the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuable. The closing price of a Right for any day shall be determined in the manner set forth for the Common Stock in Section 9(b)(i). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or upon exchange of the Rights pursuant to Section 20(a), and the Company is not required to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions Fractions of shares of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of any such fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market price of one one-hundredth thousandth of a share of Preferred Stock. For purposes of this Section 11(b), the Closing Price current market price of one one-thousandth of a share of Preferred Stock shall be one one-thousandth of the closing price of a share of Preferred Stock (as determined pursuant to Section 9(b)) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering EventUpon any exchange pursuant to Section 20(c), the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the Closing Price current market price of one a share of Common Stock. For purposes of this Section 11(c), the current market price of a share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 9(b)) for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (d) The Each holder of a Right Right, by the his acceptance of the Right Right, expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right except as permitted by this Section 1411.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute the Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price current market value of one a whole Common Stock Right or Class B Right, as the case may be. For the purposes of this Section 14(a), the current market value of a whole Common Stock Right shall be the closing price (as determined in accordance with the method set forth in the definition of Current Per Share Market Price) of such Right for the Trading Day immediately prior to the date on which such fractional Rights Rights, would have been otherwise issuable, as determined pursuant to this Agreement, and a Class B Right shall be deemed to have the same current market value as a Common Stock Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock Applicable Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of a Fractional Share one tenth of Preferred Stockan Applicable Share) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock Applicable Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of a Fractional Share one tenth of Preferred Stockan Applicable Share). Interests in fractions of shares of Preferred Stock Applicable Shares in integral multiples of a Fractional one tenth of an Applicable Share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided that however, 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 shares of Preferred Stock Applicable Shares represented by such depositary receipts. In lieu of fractional shares of Preferred Stock Applicable Shares that are not integral multiples of a Fractional Share one tenth of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering EventApplicable Share, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price current market value of one an Applicable Share. For purposes of this Section 14(b), the current market value of an Applicable Share shall be the closing price of a share of Common Stock for (as determined in accordance with the Trading Day immediately prior to method set forth in the date definition of such exerciseCurrent Per Share Market Price). (dc) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one tenth of an Applicable Share) upon exercise of a Right. (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, except as permitted by the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Section 14Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price current market value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price current market value of one a share of Common Stock. For purposes of this Section 14(b), the current market value of a share of Common Stock shall be the closing sale 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 such exercise. (c) Following the occurrence of an Acquisition Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one (1) share of Common Stock. For purposes of this Section 14(c), the current market value of one (1) share of Common Stock shall be the closing sale 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 such exercise. (d) The holder of a Right by the acceptance of the Right Rights expressly waives his such holder’s right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company Corporation shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In After the Separation Time, in lieu of such issuing fractional Rights, there the Corporation shall be paid pay to the registered holders of record of the Rights Certificates with regard (provided the Rights represented by such Rights Certificates are not void pursuant to which the provisions of Subsection 3.1(b), at the time such fractional Rights would otherwise be issuable), an amount in cash equal to the same fraction of the Closing Market Price of one whole Right for that the Trading Day immediately prior to fraction of a Right that would otherwise be issuable is of one whole Right at the date on which of such fractional Rights would have been otherwise issuableissuance. (b) The Company Corporation shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) Common Shares upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receiptsCommon Shares. In lieu of issuing fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockCommon Shares, the Company may Corporation shall pay to the registered holders of Rights Certificates Certificates, at the time such Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of one one-hundredth of the Closing Market Price of one Common Share that the fraction of a share Common Share that would otherwise be issuable upon the exercise of Preferred Stock for the Trading Day immediately prior to such Right is of one whole Common Share at the date of such exercise. (c) Following the occurrence The Rights Agent shall have no obligation to make any payments in lieu of a Triggering Event, the Company shall not be required to issue issuing fractions of shares of Rights or Common Stock upon exercise of Shares pursuant to paragraph (a) or (b), respectively, unless and until the Corporation shall have provided to the Rights or Agent the amount of cash to distribute certificates or scrip evidencing fractional shares of Common Stock. In be paid in lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time issuing such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a RightCommon Shares, except as permitted by this Section 14the case may be.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one a whole Right. For purposes of this Section 14(a), the Current Per Share Market Price of a whole Right for shall be the closing price per share of a whole Right on the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions of shares Fractions of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the Right expressly waives his such holder's right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right (except as permitted provided above). (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty to respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any section of this Section 14Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing that represent fractional Rights. In lieu of If the Company shall determine not to issue such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard respect to which such fractional Rights would otherwise be issuable, at the time such fractional Rights would otherwise have been issued as provided herein, an amount in cash equal to the same fraction of the Closing Current Market Price of one a whole Right for on the Trading Business Day immediately prior to the date on upon which such fractional Rights would otherwise have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares Common Shares or Preferred Shares upon exercise of Preferred Stock Rights (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share of Preferred Stock) upon exercise of the Rights Share), or to distribute certificates that represent fractional Common Shares or scrip evidencing fractional shares of Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share Preferred Share). Fractions of Preferred Stock). Interests in fractions of shares of Preferred Stock Shares in integral multiples of one one-hundredth of a Fractional Preferred Share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced represented by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, that any 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 Preferred Shares. If the shares Company shall determine not to issue fractional Common Shares or Preferred Shares (or depositary receipts in lieu of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockShares), the Company may shall promptly notify the Rights Agent in writing thereof and shall pay to the registered holders of Rights Right Certificates to whom such fractional Common Shares or Preferred Shares would otherwise be issuable, at the time such Rights are exercised as herein provided herein, an amount in cash equal to the same fraction of one one-hundredth the Current Market Price of a whole Common Share or Preferred Share, as the case may be. For purposes of this Section 14(b), the Current Market Price of a whole Common Share or Preferred Share shall be the Closing Price of a per share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right Right, by the acceptance of the Right such Right, expressly waives his such holder's right to receive any fractional Rights or any fractional shares Common Shares or Preferred Shares upon exercise of a such Right, except as permitted by this Section 14. (d) The Rights Agent shall have no duty or obligation with respect to this Section 14 unless and until it has received specific instructions (and sufficient cash, if required) from the Company with respect to its duties and obligations under such Section.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In After the Separation Time, in lieu of such issuing fractional Rights, there the Company shall be paid pay to the registered holders of record of the Rights Certificates with regard (provided the Rights represented by such Rights Certificates are not void pursuant to which the provisions of Subsection 3.1(b), at the time such fractional Rights would otherwise be issuable), an amount in cash equal to the same fraction of the Closing Market Price of one whole Right that the fraction of a Right that would otherwise be issuable is of one whole Right, provided that the Company shall not be required or obligated to make any payment provided for above unless the Trading Day immediately prior amount payable by the Company to the date on which such fractional Rights would have been otherwise issuablea certain holder exceeds $10. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) Common Shares upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receiptsCommon Shares. In lieu of issuing fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockCommon Shares, the Company may shall pay to the registered holders of Rights Certificates Certificates, at the time such Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of one one-hundredth of the Closing Market Price of one Common Share that the fraction of a share Common Share that would otherwise be issuable upon the exercise of Preferred Stock for the Trading Day immediately prior to such Right is of one whole Common Share at the date of such exercise. (c) Following the occurrence The Rights Agent shall have no obligation to make any payments in lieu of a Triggering Eventissuing fractions of Rights or Common Shares pursuant to Subsection 5.5(a) or (b), respectively, unless and until the Company shall not be required have provided to issue fractions of shares of Common Stock upon exercise of the Rights or Agent the amount of cash to distribute certificates or scrip evidencing fractional shares of Common Stock. In be paid in lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time issuing such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a RightCommon Shares, except as permitted by this Section 14the case may be.

Fractional Rights and Fractional Shares. (a) The Company shall is not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing that evidence fractional Rights. In lieu of any such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the Closing Price current market price of one a whole Right. For purposes of this Section 11(a), the current market price of a whole Right shall be the closing price of a Right at the close of the regular session of trading for the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuable. The closing price of a Right for any day shall be determined in the manner set forth for the Common Stock in Section 9(b)(i). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-millionth of a Fractional Share share of Preferred Stock) or to distribute certificates that evidence fractional shares of Preferred Stock (other than fractions that are multiples of one one-millionth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election upon exchange of the Company in its sole discretion, be evidenced by depositary receipts, Rights 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 shares of Preferred Stock represented by such depositary receiptsSection 20(a). In lieu of any such fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price current market price of one one-millionth of a share of Common Preferred Stock. For purposes of this Section 11(b), the current market price of one one-millionth of a share of Preferred Stock shall be one one-millionth of the closing price of a share of Preferred Stock (as determined pursuant to Section 9(b)(ii)) for the Trading Day immediately prior to the date of such exercise. (c) Upon any exchange pursuant to Section 20(c), the Company is not required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company shall pay to the registered holders of Right Certificates at the time of the exchange as herein provided an amount in cash equal to the same fraction of the current market price of one share of Common Stock. For purposes of this Section 11(c), the current market price of a share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 9(b)(i)) for the Trading Day immediately prior to the date of such exchange. (d) The Each holder of a Right Right, by the his acceptance of the Right Right, expressly waives his right to receive any fractional Rights or any fractional shares upon exercise or exchange of a Right, Right except as permitted by this Section 1411.

Fractional Rights and Fractional Shares. (a) The Company shall is not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of any such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the Closing Price current market price of one a whole Right. For purposes of this Section 12(a), the current market price of a whole Right shall be the closing price of a Right at the close of the regular session of trading for the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuable. The closing price of a Right for any day shall be determined in the manner set forth for the Common Stock in Section 9(d)(i). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-millionth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or upon exchange of the Rights pursuant to Section 21(a), and the Company is not required to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-millionth of a Fractional Share share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of any such fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market price of one one-hundredth millionth of a share of Preferred Stock. For purposes of this Section 12(b), the Closing Price current market price of one one-millionth of a share of Preferred Stock shall be one one-millionth of the closing price of a share of Preferred Stock (as determined pursuant to Section 9(d)) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering EventUpon any exchange pursuant to Section 21(c), the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the Closing Price current market price of one a share of Common Stock. For purposes of this Section 12(c), the current market price of a share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 9(d)) for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (d) The Each holder of a Right Right, by the his acceptance of the Right Right, expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right except as permitted by this Section 1412.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing that represent fractional Rights. In lieu of If the Company shall determine not to issue such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard respect to which such fractional Rights would otherwise be issuable, at the time such fractional Rights would otherwise have been issued as provided herein, an amount in cash equal to the same fraction of the Closing Current Market Price of one a whole Right for on the Trading Business Day immediately prior to the date on upon which such fractional Rights would otherwise have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Common Shares or Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-ten thousandth of a Fractional Share of Preferred StockShare) upon exercise of the Rights Rights, or to distribute certificates that represent fractional Common Shares or scrip evidencing fractional shares of Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-ten thousandth of a Fractional Share Preferred Share). Fractions of Preferred Stock). Interests in fractions of shares of Preferred Stock Shares in integral multiples of one one-ten thousandth of a Fractional Preferred Share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced represented by depositary receipts, 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 Preferred Shares. If the shares Company shall determine not to issue fractional Common Shares or Preferred Shares (or depositary receipts in lieu of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockShares), the Company may shall pay to the registered holders of Rights Right Certificates with respect to which such fractional Common Shares or Preferred Shares would otherwise be issuable, at the time such Rights are exercised as herein provided herein, an amount in cash equal to the same fraction of one one-hundredth the Current Market Price of a whole Common Share or Preferred Share, as the case may be. For purposes of this Section 14(b), the Current Market Price of a whole Common Share or Preferred Share shall be the Closing Price of a per share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right Right, by the acceptance of the Right such Right, expressly waives his such holder's right to receive any fractional Rights or any fractional shares Common Shares or Preferred Shares upon exercise of a such Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablewhole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-hundredth of a Fractional Share share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of Preferred Stocka share, integral multiples of that fraction) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-hundredth of a Fractional Share share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of Preferred Stocka share, integral multiples of that fraction). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a Fractional Share share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of Preferred Stocka share, are not integral multiples of that fraction, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share or, if a Right shall then be exercisable for a fraction other than one one-hundredth of a share, integral multiples of that fraction) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights or to distribute fractions of Rights, except prior to the Distribution Date as provided in Section 11(p11(i) hereof, or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of issuing such fractional Rights, at the election of the Company, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the Closing Price of one Right the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) its capital stock upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereofeach case with respect to Preferred Stock or Equivalent Preferred Stock, fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock or Equivalent Preferred Stock, as the case may be). Interests in fractions Fractions of shares of Preferred Stock or Equivalent Preferred Stock, as the case may be, in integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock or Equivalent Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary depository 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 shares of Preferred Stock or the Equivalent Preferred Stock represented by such depositary receipts. In lieu of fractional shares shares, at the election of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stockthe Company, the Company may pay there shall be paid to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a share of such capital stock. For purposes of this Section 14(b), the current market value of a share of such capital stock shall be the Closing Price of one share of Common Stock such capital stock for the Trading Day immediately prior to the date of such exercise. (dc) The holder of a Right Right, by the acceptance of the Right Right, expressly waives his such holder's right to receive any fractional Rights or (except as provided in Section 14(b) hereof) any fractional shares share upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one a whole Right. For purposes of this Section 14(a), the Current Per Share Market Price of a whole Right for shall be the closing price per share of a whole Right on the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions of shares Fractions of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the Right expressly waives his such holder’s right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right (except as permitted provided above). (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty to respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any section of this Section 14Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock Common Shares (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred StockCommon Share) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock Common Shares (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred StockCommon Share). Interests in fractions of shares of Preferred Stock Common Shares in integral multiples of a Fractional Common Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock Common Shares represented by such depositary receipts. In lieu of fractional shares of Preferred Stock Common Shares that are not integral multiples of a Fractional Share of Preferred StockCommon Share, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock one Common Share for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one a whole Right. For purposes of this Section 14(a), the Current Per Share Market Price of a whole Right for shall be the closing price per share of a whole Right on the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions of shares Fractions of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.beneficial

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p11(n) hereof, or to distribute Rights Certificates or scrip evidencing that evidence fractional Rights. In lieu of such issuing fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Last Trading Price of a whole Right. For purposes of this Section 14(a), the “Last Trading Price” of a whole Right shall be the Closing Price of one Right the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing that evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of issuing fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates with regard to which such fractional Rights would otherwise be issuable, at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Current Market Price of one one-hundredth thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Current Market Price of one one-thousandth of a share of Preferred Stock shall be one one-thousandth of the Closing Price of a share of Preferred Stock for on the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing that evidence fractional shares of Common Stock. In lieu of issuing fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates with regard to which such fractional Rights would otherwise be issuable, at the time such Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of the Closing Current Market Price of one (1) share of Common Stock. For purposes of this Section 14(c), the Current Market Price of one (1) share of Common Stock for shall be the Closing Price per share of Common Stock on the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right Right, by the acceptance of the Right Rights, expressly waives his such holder’s right to receive any fractional Rights or any fractional shares upon exercise or exchange of a Right, except as permitted by this Section 14. (e) Whenever a payment in lieu of issuing fractional Rights or fractional shares is to be made by the Rights Agent under any section of this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall have no obligation to make fractional payments unless the Company shall have provided the necessary funds to pay in full all amounts due and payable with respect thereto. The Rights Agent shall be fully protected in relying in good faith upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies from the Company.

Fractional Rights and Fractional Shares. (a) The Company may but shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the Closing Price current market value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company may but shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) Common Shares upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receiptsRights. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockCommon Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price current market value of one share of Common Stock for the Trading Day immediately prior to the date of such exerciseShare. (dc) The holder of a Right by the acceptance of the Right expressly waives his such holder’s right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right (except as permitted provided above). (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Section 14Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Current Market Price of a whole Right. For the purposes of this Section 14(a), the then-Current Market Price of a Right shall be the Closing Price of one Right the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, determined in the same manner as the Current Market Price of a share of Common Stock shall be determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (Stock, Common Stock, or other than, except as provided in Section 7(c) hereof, fractions that are integral multiples securities of a Fractional Share of Preferred Stock) the Company upon exercise of the Rights (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) or to distribute certificates or scrip evidencing which evidence interests in fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that of shares which are integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock). Interests ; provided, however, that in lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that but only if such agreement shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing then Current Market Price of a share of Preferred Stock or other securities of the Company. For purposes of this Section 14(b), the then Current Market Price of a share of Preferred Stock or other securities of the Company shall be the closing price thereof for the Trading Day immediately prior to the date of such exercise, as determined pursuant to Section 11(d) hereof. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Current Market Price of one share of Common Stock. For purposes of this Section 14(c), the Current Market Price of one share of Common Stock shall be the closing price of one share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock, Common Stock or other securities of the Company upon exercise of a Right, except as permitted provided by this Section 14. (e) Whenever a payment for fractional Rights or fractional shares is made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas used in calculating such payments and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or fractional shares until the Rights Agent shall have received such certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall is not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing that evidence fractional Rights. In lieu of any such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the Closing Price current market price of one a whole Right. For purposes of this Section 11(a), the current market price of a whole Right shall be the closing price of a Right at the close of the regular session of trading for the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuable. The closing price of a Right for any day shall be determined in the manner set forth for the Common Stock in Section 9(b)(i). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-millionth of a Fractional Share share of Preferred Stock) or to distribute certificates that evidence fractional shares of Preferred Stock (other than fractions that are multiples of one one-millionth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election upon exchange of the Company in its sole discretion, be evidenced by depositary receipts, Rights 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 shares of Preferred Stock represented by such depositary receiptsSection 20(a). In lieu of any such fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price current market price of one one-millionth of a share of Common Preferred Stock. For purposes of this Section 11(b), the current market price of one one-millionth of a share of Preferred Stock shall be one one-millionth of the closing price of a share of Preferred Stock (as determined pursuant to Section 9(b)(ii)) for the Trading Day immediately prior to the date of such exercise. (c) Upon any exchange pursuant to Section 20(c), the Company is not required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company shall pay to the registered holders of Right Certificates at the time of the exchange as herein provided an amount in cash equal to the same fraction of the current market price of one share of Common Stock. For purposes of this Section 11(c), the current market price of a share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 9(b)(i)) for the Trading Day immediately prior to the date of such exchange. (d) The Each holder of a Right Right, by the his acceptance of the Right Right, expressly waives his right to receive any fractional Rights or any fractional shares upon exercise or exchange of a Right, Right except as permitted by this Section 1411. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Plan relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates or scrip evidencing (i.e., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his or her right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Current Market Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise or exchange of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions Fractions of shares of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share of Preferred Stock share may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, 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 Beneficial Owners of the shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the Current Market Price of one one-hundredth of the Closing Price thousandth of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise or exchange of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the Closing Current Market Price of one share of Common Stock Share for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (d) The holder of a Right by the acceptance of the Right Rights expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right except as permitted by this set forth in Section 1414(b).

Fractional Rights and Fractional Shares. (a) The Company Corporation shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights (i.e., Rights to acquire less than one one-thousandth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Corporation shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company Corporation shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Corporation may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement between the Company Corporation and a depositary selected by it, provided that such agreement shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare, if the Company may pay Corporation does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders record of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company Corporation shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates or scrip evidencing (i.e., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i). If the Corporation shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company Corporation shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Corporation may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement between the Company Corporation and a depositary selected by it, provided that such agreement shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare, if the Company may pay Corporation does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one a whole Right. For purposes of this Section 14(a), the Current Per Share Market Price of a whole Right for shall be the closing price per share of a whole Right on the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions of shares Fractions of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the Right expressly waives his such holder's right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right (except as permitted provided above). (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any section of this Section 14Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Class A Rights Certificates or the Class B Rights Certificates, as the case may be, Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one whole Class A Right or Class B Right, as the case may be, for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. Notwithstanding the foregoing, if the Closing Price of a Class B Right is otherwise determined to be lower than the Closing Price of a Class A Right, then the Closing Price of a Class B Right shall be deemed to equal the Closing Price of a Class A Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth thousandth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of such Class Common Stock for which a Right is then exercisable for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall is not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing that evidence fractional Rights. In lieu of any such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the Closing Price current market price of one a whole Right. For purposes of this Section 11(a), the current market price of a whole Right shall be the closing price of a Right at the close of the regular session of trading for the Trading Day immediately prior to the date on which such fractional Rights would otherwise have been otherwise issuable. The closing price of a Right for any day shall be determined in the manner set forth for the Common Stock in Section 9(b)(i). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-millionth of a Fractional Share share of Preferred Stock) or to distribute certificates that evidence fractional shares of Preferred Stock (other than fractions that are multiples of one one-millionth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election upon exchange of the Company in its sole discretion, be evidenced by depositary receipts, Rights 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 shares of Preferred Stock represented by such depositary receiptsSection 20(a). In lieu of any such fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price current market price of one one-millionth of a share of Common Preferred Stock. For purposes of this Section 11(b), the current market price of one one-millionth of a share of Preferred Stock shall be one one-millionth of the closing price of a share of Preferred Stock (as determined pursuant to Section 9(b)(ii)) for the Trading Day immediately prior to the date of such exercise. (c) Upon any exchange pursuant to Section 20(c), the Company is not required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company shall pay to the registered holders of Right Certificates at the time of the exchange as herein provided an amount in cash equal to the same fraction of the current market price of one share of Common Stock. For purposes of this Section 11(c), the current market price of a share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 9(b)(i)) for the Trading Day immediately prior to the date of such exchange. (d) The Each holder of a Right Right, by the his acceptance of the Right Right, expressly waives his such holder’s right to receive any fractional Rights or any fractional shares upon exercise or exchange of a Right, Right except as permitted provided by this Section 1411. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate duly executed by an executive officer of the Company setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Rights Plan relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company Corporation shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights (i.e., Rights to acquire less than one one-thousandth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Corporation shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company Corporation shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Corporation may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement between the Company Corporation and a depositary selected by it, provided that such agreement shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare, if the Company may pay Corporation does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of record of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall is not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof11(o), or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior a whole Right, as determined pursuant to the date on which such fractional Rights would have been otherwise issuableSection 11(d). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions Fractions of shares of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised exercised, as herein provided provided, an amount in cash equal to the same fraction of the Fair Market Value of one one-hundredth thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Closing Price Fair Market Value of one one-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right Rights expressly waives his the holder's right to receive any fractional Rights Right or any fractional shares upon exercise of a Right, except as permitted by this Section 14. (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights (i.e., Rights to acquire less than one one- hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of onehundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement between the Company and a depositary selected by it, provided PROVIDED that such agreement shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one- hundredth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders record of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share) upon exercise of a Right, except as permitted by . The Rights Agent shall have no duty or obligation under this Section 14or under any other Section of this Rights Agreement dealing with fractional shares unless and until the Company has provided the Rights Agent with written notification of what action it proposes to take with respect to such fractional shares and has provided or caused to be provided to the Rights Agent sufficient depositary receipt or cash necessary to satisfy the Company's obligations with respect to fractional shares.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates or scrip evidencing (i.e., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Class A Rights or Class B Rights or to distribute Right Certificates which evidence fractional Class A Rights Certificates or scrip evidencing Class B Rights (i.e., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a whole Class A Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuableor Class B Right, as appropriate. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Class A Preferred Stock for the Trading Day immediately prior to the date of such exerciseor Class B Preferred Stock, as appropriate. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates or scrip evidencing (i.e., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. ‌ (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In After the Separation Time, in lieu of such issuing fractional Rights, there the Company shall be paid pay to the registered holders of record of the Rights Certificates with regard (provided the Rights represented by such Rights Certificates are not void pursuant to which the provisions of Subsection 3.1(b), at the time such fractional Rights would otherwise be issuable), an amount in cash equal to the same fraction of the Closing Market Price of one whole Right that the fraction of a Right that would otherwise be issuable is of one whole Right, provided that the Company shall not be required or obligated to make any payment provided for above unless the Trading Day immediately prior amount payable by the Company to the date on which such fractional Rights would have been otherwise issuable.a certain holder exceeds $10.‌ (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) Common Shares upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receiptsCommon Shares. In lieu of issuing fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockCommon Shares, the Company may shall pay to the registered holders of Rights Certificates Certificates, at the time such Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of one one-hundredth of the Closing Market Price of one Common Share that the fraction of a share Common Share that would otherwise be issuable upon the exercise of Preferred Stock for the Trading Day immediately prior to such Right is of one whole Common Share at the date of such exercise.exercise.‌ (c) Following the occurrence The Rights Agent shall have no obligation to make any payments in lieu of a Triggering Eventissuing fractions of Rights or Common Shares pursuant to Subsection 5.5(a) or (b), respectively, unless and until the Company shall not be required have provided to issue fractions of shares of Common Stock upon exercise of the Rights or Agent the amount of cash to distribute certificates or scrip evidencing fractional shares of Common Stock. In be paid in lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time issuing such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a RightCommon Shares, except as permitted by this Section 14the case may be.

Fractional Rights and Fractional Shares. (a1) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b2) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a one share of Class 1 Series A Junior Participating Preferred Stock or Class 2 Series A Junior Participating Preferred Stock, as applicable, for the Trading Day immediately prior to the date of such exercise. (c3) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock Shares upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common StockShares. In lieu of fractional shares of Common StockShares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock or Class B Common Stock, as applicable, for the Trading Day immediately prior to the date of such exercise. (d4) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates or scrip evidencing (i.e., Rights to acquire less than one one-thousandth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates or scrip evidencing (i.e., Rights to acquire less than one one-thousandth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing that represent fractional Rights. In lieu of If the Company shall determine not to issue such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard respect to which such fractional Rights would otherwise be issuable, at the time such fractional Rights would otherwise have been issued as provided herein, an amount in cash equal to the same fraction of the Closing Current Market Price of one a whole Right for on the Trading Business Day immediately prior to the date on upon which such fractional Rights would otherwise have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares Common Shares or Preferred Shares upon exercise of Preferred Stock Rights (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share of Preferred Stock) upon exercise of the Rights Share), or to distribute certificates that represent fractional Common Shares or scrip evidencing fractional shares of Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share Preferred Share). Fractions of Preferred Stock). Interests in fractions of shares of Preferred Stock Shares in integral multiples of one one-hundredth of a Fractional Preferred Share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced represented by depositary receipts, 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 Preferred Shares. If the shares Company shall determine not to issue fractional Common Shares or Preferred Shares (or depositary receipts in lieu of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockShares), the Company may shall pay to the registered holders of Rights Right Certificates to whom such fractional Common Shares or Preferred Shares would otherwise be issuable, at the time such Rights are exercised as herein provided herein, an amount in cash equal to the same fraction of one one-hundredth the Current Market Price of a whole Common Share or Preferred Share, as the case may be. For purposes of this Section 14(b), the Current Market Price of a whole Common Share or Preferred Share shall be the Closing Price of a per share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right Right, by the acceptance of the Right such Right, expressly waives his such holder's right to receive any fractional Rights or any fractional shares Common Shares or Preferred Shares upon exercise of a such Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablewhole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share share or, if a Right shall then be exercisable for a fraction other than one-hundredth of Preferred Stocka share, integral multiples of that fraction) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share share or, if a Right shall then be exercisable for a fraction other than one-hundredth of Preferred Stocka share, integral multiples of that fraction). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one-hundredth of a Fractional Share share or, if a Right shall then be exercisable for a fraction other than one-hundredth of Preferred Stocka share, are not integral multiples of that fraction, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one-hundredth of a share or, if a Right shall then be exercisable for a fraction other than one-hundredth of a share, integral multiples of that fraction) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of one one hundredth of a Fractional Share of Preferred StockShare) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of one one hundredth of a Fractional Share Preferred Share). Fractions of Preferred Stock). Interests in fractions of shares of Preferred Stock Shares in integral multiples of one one hundredth of a Fractional Preferred Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock Shares represented by such depositary receipts. In lieu of fractional shares of Preferred Stock Shares that are not integral multiples of one one hundredth of a Fractional Share of Preferred StockShare, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-one hundredth of the Closing Price of a share of Preferred Stock Share for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of the Common Stock Shares upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common StockShares. In lieu of fractional shares of Common StockShares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock Share for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14. Section 15.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates or scrip evidencing (i.e., Rights to acquire less than one one-thousandth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-thousandth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-thousandth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement between the Company and a depositary selected by it, provided provided, that such agreement shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights (i.e., Rights to acquire less than one one- thousandth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders record of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Current Market Price of a whole Right. For the purposes of this Section 14(a), the then-Current Market Price of a Right shall be the Closing Price of one Right the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, determined in the same manner as the Current Market Price of a share of Common Stock shall be determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (Stock, Common Stock, or other than, except as provided in Section 7(c) hereof, fractions that are integral multiples securities of a Fractional Share of Preferred Stock) the Company upon exercise of the Rights (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) or to distribute certificates or scrip evidencing which evidence interests in fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that of shares which are integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock). Interests ; PROVIDED that in lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that but only if such agreement shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing then Current Market Price of a share of Preferred Stock or other securities of the Company. For purposes of this Section 14(b), the then Current Market Price of a share of Preferred Stock or other securities of the Company shall be the closing price thereof for the Trading Day immediately prior to the date of such exercise, as determined pursuant to Section 11(d) hereof. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Current Market Price of one share of Common Stock. For purposes of this Section 14(c), the Current Market Price of one share of Common Stock shall be the closing price of one share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock, Common Stock, or other securities of the Company upon exercise of a Right, except as permitted provided by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one a whole Right. For purposes of this Section 14(a), the Current Per Share Market Price of a whole Right for shall be the closing price per share of a whole Right on the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions of shares Fractions of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the Right expressly waives his such holder's right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right (except as permitted by this Section 14provided above).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would 25 27 otherwise be issuable, an amount in cash equal to the same fraction of the Closing Current Market Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise or exchange of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions Fractions of shares of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share of Preferred Stock share may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, 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 Beneficial Owners of the shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of the Current Market Price of one one-hundredth of the Closing Price thousandth of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise or exchange of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the Closing Current Market Price of one share of Common Stock Share for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (d) The holder of a Right by the acceptance of the Right Rights expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right except as permitted by this set forth in Section 1414(b).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights (i.e., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of a share, if the Closing Price of a share of Preferred Stock for the Trading Day immediately prior Company does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the date holders of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders record of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Current Market Price of a whole Right. For the purposes of this Section 14(a), the then-Current Market Price of a Right shall be the Closing Price of one Right the Rights for the Trading Day immediately prior to before the date on which such fractional Rights would have been otherwise issuable, determined in the same manner as the Current Market Price of a share of Common Stock shall be determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (Stock, Common Stock, or other than, except as provided in Section 7(c) hereof, fractions that are integral multiples securities of a Fractional Share of Preferred Stock) the Company upon exercise of the Rights (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) or to distribute certificates or scrip evidencing which evidence interests in fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that of shares which are integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock). Interests ; provided, however, that in lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that but only if such agreement shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing then Current Market Price of a share of Preferred Stock or other securities of the Company. For purposes of this Section 14(b), the then Current Market Price of a share of Preferred Stock or other securities of the Company shall be the closing price thereof for the Trading Day immediately prior to before the date of such exercise, as determined pursuant to Section 11(d) hereof. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Current Market Price of one share of Common Stock. For purposes of this Section 14(c), the Current Market Price of one share of Common Stock shall be the closing price of one share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to before the date of such exercise. (d) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock, Common Stock or other securities of the Company upon exercise of a Right, except as permitted provided by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company may but shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the Closing Price current market value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company may but shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) Common Shares upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receiptsRights. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockCommon Shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price current market value of one share of Common Stock for the Trading Day immediately prior to the date of such exerciseShare. (dc) The holder of a Right by the acceptance of the Right expressly waives his such holder's right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right (except as permitted provided above). (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Section 14Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one- hundredth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one a whole Right. For purposes of this Section 14(a), the Current Per Share Market Price of a whole Right for shall be the closing price per share of a whole Right on the Trading Day immediately prior to the date on which such fractional Rights would have otherwise been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions of shares Fractions of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the Right expressly waives his such holder’s right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right (except as permitted provided above). (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any section of this Section 14Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of RightsRights or, except from and after the Distribution Date and prior to the Distribution earlier to occur of the Redemption Date as provided in Section 11(p) hereofand the Final Expiration Date, or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In If the Company elects not to issue such fractional Rights, from and after the Distribution Date and prior to the earlier to occur of the Redemption Date and the Final Expiration Date, the Company shall pay, in lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same amount that such fraction of the Closing Price of one a Right for the Trading Day immediately prior bears to the date on which such fractional Rights would have been otherwise issuablethen current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be determined in the manner set forth in Section 11(d)(i). (b) The Except as otherwise provided in this subsection (b), the Company shall not be required to issue fractions of shares of Series A Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) Shares upon exercise of the Rights or to distribute certificates or scrip evidencing make any entries in the records of the transfer agent that evidence fractional shares Series A Preferred Shares. Fractions of Series A Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock Shares in integral multiples of one one-hundredth of a Fractional Preferred Share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, 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 shares of fractional Series A Preferred Stock Shares represented by such depositary receipts, and holders of such depository receipts may aggregate them for the purpose of enabling such holders to become holders of record of whole Series A Preferred Shares represented by such aggregated receipts. In lieu of fractional shares of Preferred Stock that are If the Company elects not integral multiples of a Fractional Share of Preferred Stockto issue such depository receipts, the Company may pay shall pay, in lieu of such fractional Series A Preferred Shares, to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same amount that such fraction of a Series A Preferred Share bears to the then current market value of one one-hundredth whole Series A Preferred Share. For the purposes of this Section 14(b), the Closing Price current market value of a share Series A Preferred Share shall be the closing price of a Series A Preferred Stock Share (as determined pursuant to Section 11(d)(ii) of this Agreement) for the Trading Day immediately prior to the date on which such exercise of such exerciseRights occurs. (c) Following the occurrence Notwithstanding any other provision of a Triggering Eventthis Agreement, the Company shall not be required to issue fractions of shares of Common Stock Shares upon exercise of the Rights or to distribute certificates or scrip evidencing make any entries in its records or the records of its transfer agent which evidence fractional shares of Common StockShares. In The Company shall pay, in lieu of fractional shares of Common StockShares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same amount that such fraction of a Common Share bears to the Closing Price then current market value of one share whole Common Share. For purposes of this Section 14(c), the current market value of one Common Stock Share shall be the closing price of one Common Share (as determined pursuant to Section 11(d)(i)) for the Trading Day immediately prior to the date of on which such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.Rights occurs

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price current market value of one a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable.. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one- thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions Fractions of shares of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receiptsStock. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price current market value of one a share of Common the Preferred Stock. For purposes of this Section 14(b), the current market value of a share of the Preferred Stock shall be the closing price of a share of the Preferred Stock (as determined pursuant to the second sentence of Section 11(d)(i) for the Trading Day immediately prior to the date of such exercise. (dc) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right (except as permitted by this Section 14above provided).

Fractional Rights and Fractional Shares. (a) The Company shall is not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of any such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the Closing Price current market price of one a whole Right. For purposes of this ‎Section 12(a), the current market price of a whole Right shall be the closing price of a Right at the close of the regular session of trading for the Trading Day immediately prior to the date on which such fractional Rights Right would otherwise have been otherwise issuable. The closing price of a Right for any day shall be determined in the manner set forth in ‎Section 9(b)(iii). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one–thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or upon exchange of the Rights pursuant to ‎Section 21, and the Company is not required to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock). Fractions of shares of Preferred Stock that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples one one-thousandth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, ; provided that such agreement shall provide that the holders holder of such depositary receipts receipt shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsreceipt. In lieu of any such fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided or exchanged pursuant to ‎Section 21(a) an amount in cash equal to the same fraction of the current market price of one one-hundredth thousandth of a share of Preferred Stock. For purposes of this ‎Section 12(b), the Closing Price current market price of one one-thousandth of a share of Preferred Stock shall be as determined pursuant to ‎Section 9(b)(ii) for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (c) Following the occurrence of a Triggering Eventany ‎Section 9(a)(ii) Event or ‎Section 11 Event or upon any exchange pursuant to ‎Section 21, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the Closing Price current market price of one a share of Common Stock. For purposes of this ‎Section 12(c), the current market price of a share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to ‎Section 9(b)) for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (d) The Each holder of a Right Right, by the its acceptance of the Right Right, expressly waives his its right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right except as permitted by this ‎Section 12. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for cash for fractional Rights or fractional shares under any Section 14of this Rights Agreement relating to the payment of cash for fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights (i.e., Rights to acquire less than one one-thousandth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders record of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share) upon exercise of a Right. (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, except as permitted by the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Section 14Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of $25 Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of $25 Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of $25 Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of $25 Preferred Stock). Interests in fractions of shares of $25 Preferred Stock in integral multiples of a Fractional Share of $25 Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of $25 Preferred Stock represented by such depositary receipts. In lieu of fractional shares of $25 Preferred Stock that are not integral multiples of a Fractional Share of $25 Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of $25 Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exerciseexercise multiplied by the number of shares of Preferred Stock then constituting a Fractional Share. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company Corporation shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In After the Separation Time, in lieu of such issuing fractional Rights, there the Corporation shall be paid pay to the registered holders of record of the Rights Certificates with regard (provided the Rights represented by such Rights Certificates are not void pursuant to which the provisions of Subsection 3.1(b), at the time such fractional Rights would otherwise be issuable), an amount in cash equal to the same fraction of the Closing Market Price of one whole Right for that the Trading Day immediately prior fraction of a Right that would otherwise be issuable is of one whole Right. The Rights Agent will have no obligation to make any payments in lieu of issuing fractions of Rights pursuant to this Subsection 5.5(a) unless and until the Corporation shall have provided to the date on which Rights Agent the amount of cash to be paid in lieu of issuing such fractional Rights would have been otherwise issuableRights. (b) The Company Corporation shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) Common Shares upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receiptsCommon Shares. In lieu of issuing fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockCommon Shares, the Company may Corporation shall pay to the registered holders of Rights Certificates Certificates, at the time such Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of one one-hundredth of the Closing Market Price of one Common Share that the fraction of a share Common Share that would otherwise be issuable upon the exercise of Preferred Stock for the Trading Day immediately prior to such Right is of one whole Common Share at the date of such exercise. (c) Following the occurrence . The Rights Agent will have no obligation to make any payments in lieu of a Triggering Event, the Company shall not be required to issue issuing fractions of shares of Common Stock upon exercise of Shares pursuant to this Subsection 5.5(b) unless and until the Corporation shall have provided to the Rights or Agent the amount of cash to distribute certificates or scrip evidencing fractional shares of Common Stock. In be paid in lieu of issuing such fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exerciseShares. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates or scrip evidencing (i.e., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depository receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement between the Company and a depositary depository selected by it, provided that such agreement shall provide that the holders of such depositary depository receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depository receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares (other than fractions which are integral multiples of one-hundredth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall is not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of any such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the Closing Price current market price of one a whole Right. For purposes of this Section 12(a), the current market price of a whole Right shall be the closing price of a Right at the close of the regular session of trading for the Trading Day immediately prior to the date on which such fractional Rights Right would otherwise have been otherwise issuable. The closing price of a Right for any day shall be determined in the manner set forth in Section 9(b)(iii). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one–thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or upon exchange of the Rights pursuant to Section 21, and the Company is not required to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock). Fractions of shares of Preferred Stock that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples one one-thousandth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, ; provided that such agreement shall provide that the holders holder of such depositary receipts receipt shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsreceipt. In lieu of any such fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided or exchanged pursuant to Section (a) an amount in cash equal to the same fraction of the current market price of one one-hundredth thousandth of a share of Preferred Stock. For purposes of this Section 12(b), the Closing Price current market price of one one-thousandth of a share of Preferred Stock shall be as determined pursuant to Section 9(b)(ii) for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (c) Following the occurrence of a Triggering Eventany Section 9(a)(ii) Event or Section 11 Event or upon any exchange pursuant to Section 21, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the Closing Price current market price of one a share of Common Stock. For purposes of this Section 12(c), the current market price of a share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 9(b)) for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (d) The Each holder of a Right Right, by the its acceptance of the Right Right, expressly waives his its right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right except as permitted by this Section 1412. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for cash for fractional Rights or fractional shares under any Section of this Rights Agreement relating to the payment of cash for fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one a whole Right. For purposes of this Section 14(a), the Current Per Share Market Price of a whole Right for shall be the closing price per share of a whole Right on the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions of shares Fractions of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Eventprovided, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the Right expressly waives his such holder's right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right (except as permitted provided above). (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any section of this Section 14Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing that evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one a whole Right. For purposes of this Section 14(a), the Current Per Share Market Price of a whole Right for shall be the closing price per share of a whole Right on the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Junior Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-thousandth of a Fractional Share share of Junior Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing that evidence fractional shares of Junior Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-thousandth of a Fractional Share share of Junior Preferred Stock). Interests in fractions Fractions of shares of Junior Preferred Stock in integral multiples of one one-thousandth of a Fractional Share share of Junior Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, provided however, 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 shares of Junior Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Junior Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Junior Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Current Per Share Market Price of one share of Common Stock for the Trading Day immediately prior to the date of such exerciseJunior Preferred Stock. (dc) The holder of a Right by the acceptance of the Right expressly waives his such holder's right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right (except as permitted by this Section 14provided above).

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price current market value of one a whole Right. For purposes of this Section 14(a), the current market value of a whole Right for shall be the closing price of the Rights as of the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, determined in accordance with the second sentence of the definition of Current Market Value. (b) The Company shall not be required to issue fractions of shares of Series G Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share share of Series G Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Series G Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share share of Series G Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Series G Preferred Stock that are not integral multiples of one-thousandth of a Fractional Share share of Series G Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised exercised, as herein provided provided, an amount in cash equal to the same fraction of one the current market value of one-hundredth of the Closing Price thousandth of a share of Series G Preferred Stock. For purposes of this Section 14(b), the current market value of one-thousandth of a share of Series G Preferred Stock for shall be one-thousandth of the closing price of a share of Series G Preferred Stock as of the Trading Day immediately prior to the date of such exercise, determined in accordance with the second sentence of the definition of Current Market Value. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price current market value of one share of Common Stock. For purposes of this Section 14(c), the current market value of one share of Common Stock for shall be the of one share of Common Stock as of the Trading Day immediately prior to the date of such exercise, determined in accordance with the second sentence of the definition of Current Market Value. (d) The holder of a Right by the acceptance of the Right Rights expressly waives his or her right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights (i.e., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of record of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates or scrip evidencing (I.E., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of fractional shares of Preferred Stock With respect to fractions that are not integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Date, unless the Company elects to utilize the first sentence of Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in the last sentence of Section 7(c) hereof, fractions that are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in the last sentence of Section 7(c) hereof, fractions that are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions Fractions of shares of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth thousandth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the The Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing then current market value of a whole Right. For the purposes of this Section 14(a), the then current market value of a Right shall be determined in the same manner as the Current Market Price of one Right for the Trading Day immediately prior a share of Common Stock shall be determined pursuant to the date on which such fractional Rights would have been otherwise issuableSection 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock or Preferred Stock Equivalent (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock Equivalent (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock). Interests in fractions Fractions of shares of Preferred Stock in integral multiples of one one-thousandth of a Fractional Share share of Preferred Stock or Preferred Stock Equivalent may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, 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 Beneficial Owners of the shares of Preferred Stock or Preferred Stock Equivalent represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a Fractional Share share of Preferred StockStock or Preferred Stock Equivalent, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one one-hundredth of the Closing Price thousandth of a share of Preferred Stock or Preferred Stock Equivalent. For purposes of this Section 14(b), the current market value of one one-thousandth of a share of Preferred Stock or Preferred Stock Equivalent shall be the Current Market Price of a share of Common Stock (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Flip-In Event, the Company shall not be required to issue fractions of shares or units of Common Stock or Common Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of such Common StockStock or Common Stock Equivalents or other securities. In lieu of fractional shares or units of such Common StockStock or Common Stock Equivalents or other securities, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Current Market Value of one a share or unit of such Common Stock or Common Stock Equivalent or other securities. For purposes of this Section 14(c), the Current Market Value shall be determined in the manner set forth in Section 11(d) hereof for the Trading Day immediately prior to the date of such exerciseexercise and, if such Common Stock Equivalent is not traded, each such Common Stock Equivalent shall have the value of one one-thousandth of a share of Preferred Stock. (d) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares upon exercise of a Right. (e) Whenever a payment for fractional Rights or fractional shares or other securities of the Company is to be made by the Rights Agent, except as permitted by this Section 14the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payment and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 Beneficial Owners of the shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14. The Rights Agent shall have no duty or obligation with respect to this Section 14 unless and until it has received specific instructions (and sufficient cash, if required) from the Company with respect to its duties and obligations under such Sections.

Fractional Rights and Fractional Shares. (a) The Company shall is not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of any such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the Closing Price current market price of one a whole Right. For purposes of this Section 12(a), the current market price of a whole Right shall be the closing price of a Right at the close of the regular session of trading for the Trading Day immediately prior to the date on which such fractional Rights Right would otherwise have been otherwise issuable. The closing price of a Right for any day shall be determined in the manner set forth in Section 9(b)(iii). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one–hundredth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or upon exchange of the Rights pursuant to Section 21, and the Company is not required to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock). Fractions of shares of Preferred Stock that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples one one-hundredth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, ; provided that such agreement shall provide that the holders holder of such depositary receipts receipt shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsreceipt. In lieu of any such fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided or exchanged pursuant to Section 21(a) an amount in cash equal to the same fraction of the current market price of one one-hundredth of a share of Preferred Stock. For purposes of this Section 12(b), the Closing Price current market price of one one-hundredth of a share of Preferred Stock shall be as determined pursuant to Section 9(b)(ii) for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (c) Following the occurrence of a Triggering Eventany Section 9(a)(ii) Event or Section 11 Event or upon any exchange pursuant to Section 21, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may shall pay to the registered holders of Rights Right Certificates at the time such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the Closing Price current market price of one a share of Common Stock. For purposes of this Section 12(c), the current market price of a share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 9(b)) for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (d) The Each holder of a Right Right, by the his acceptance of the Right Right, expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right except as permitted by this Section 1412. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for cash for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of cash for fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu Upon the Distribution Date, after aggregating the fractional Rights of such fractional each individual shareholder into whole Rights, there shall be paid to the registered holders of the Rights Certificates with regard to any remaining fractions that do not equal a whole Right when aggregated, and which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuableshall be cancelled without consideration. (b) The Company shall not be required to issue fractions of shares of Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one- hundredth of a Fractional Share of Preferred StockShare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share of Preferred StockShare). Interests in fractions of shares of Preferred Stock Shares in integral multiples of one one-hundredth of a Fractional Preferred Share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, 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 shares of Preferred Stock Shares represented by such depositary receipts. In lieu of fractional shares Any such fractions of Preferred Stock Shares that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exerciseShare shall be cancelled without consideration. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock Ordinary Shares upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares which evidence fractions of Common StockOrdinary Shares. In lieu Any such fractions of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exerciseOrdinary Shares shall be cancelled without consideration. (d) The holder of a Right by the acceptance of the Right Rights expressly waives his such holder’s right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it, provided 31 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth thousandth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14. (e) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing that represent fractional Rights. In lieu of If the Company shall determine not to issue such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard respect to which such fractional Rights would otherwise be issuable, at the time such fractional Rights would otherwise have been issued as provided herein, an amount in cash equal to the same fraction of the Closing Current Market Price of one a whole Right for on the Trading Business Day immediately prior to the date on upon which such fractional Rights would otherwise have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Common Shares or Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share of Preferred StockShare) upon exercise of the Rights Rights, or to distribute certificates that represent fractional Common Shares or scrip evidencing fractional shares of Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share Preferred Share). Fractions of Preferred Stock). Interests in fractions of shares of Preferred Stock Shares in integral multiples of one one-hundredth of a Fractional Preferred Share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced represented by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.shall

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates or scrip evidencing (i.e., Rights to acquire less than one one-thousandth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement 36 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one-thousandth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing that represent fractional Rights. In lieu of If the Company shall determine not to issue such fractional Rights, there the Company shall be paid pay to the registered holders of the Rights Right Certificates with regard respect to which such fractional Rights would otherwise be issuable, at the time such fractional Rights would otherwise have been issued as provided herein, an amount in cash equal to the same fraction of the Closing Current Market Price of one a whole Right for on the Trading Business Day immediately prior to the date on upon which such fractional Rights would otherwise have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares Common Shares or Preferred Shares upon exercise of Preferred Stock Rights (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share of Preferred Stock) upon exercise of the Rights Share), or to distribute certificates that represent fractional Common Shares or scrip evidencing fractional shares of Preferred Stock Shares (other than, except as provided in Section 7(c) hereof, than fractions that are integral multiples of one one-hundredth of a Fractional Share Preferred Share). Fractions of Preferred Stock). Interests in fractions of shares of Preferred Stock Shares in integral multiples of one one-hundredth of a Fractional Preferred Share of Preferred Stock may, at the election of the Company in its sole discretionCompany, be evidenced represented by depositary receipts, 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 Preferred Shares. If the shares Company shall determine not to issue fractional Common Shares or Preferred Shares (or depositary receipts in lieu of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockShares), the Company may shall pay to the registered holders of Rights Right Certificates to whom such fractional Common Shares or Preferred Shares would otherwise be issuable, at the time such Rights are exercised as herein provided herein, an amount in cash equal to the same fraction of one one-hundredth the Current Market Price of a whole Common Share or Preferred Share, as the case may be. For purposes of this Section 14(b), the Current Market Price of a whole Common Share or Preferred Share shall be the Closing Price of a per share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right Right, by the acceptance of the Right such Right, expressly waives his such holder’s right to receive any fractional Rights or any fractional shares Common Shares or Preferred Shares upon exercise of a such Right, except as permitted by this Section 14. (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or fractional shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall will not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Right Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall will be paid to the registered holders of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablewhole Right. (b) The Company shall will not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-hundredth of a Fractional Share share or, if a Right will then be exercisable for a fraction other than one one-hundredth of Preferred Stocka share, integral multiples of that fraction) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-hundredth of a Fractional Share share or, if a Right will then be exercisable for a fraction other than one one-hundredth of Preferred Stocka share, integral multiples of that fraction). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement between the Company and a depositary selected by it, provided that such agreement shall will provide that the holders of such depositary receipts shall will have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a Fractional Share share or, if a Right will then be exercisable for a fraction other than one one-hundredth of Preferred Stocka share, are not integral multiples of that fraction, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there will be paid to the registered holders of Rights record of Right Certificates at the time such Rights Right Certificates are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided this Agreement an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share or, if a Right will then be exercisable for a fraction other than one one-hundredth of a share, integral multiples of that fraction) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14. (e) Whenever a payment for fractional Rights or Fractional Shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for fractional Rights or Fractional Shares under any Section of this Agreement relating to the payment of fractional Rights or Fractional Shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Common Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Common Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Common Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Common Stock). Interests in fractions of shares of Preferred Common Stock in integral multiples of a Fractional Share of Preferred Common Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Common Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Common Stock that are not integral multiples of a Fractional Share of Preferred Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth half of the Closing Price of a share of Preferred Common Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise.an (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Preference Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Preference Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Preference Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Preference Stock). Interests in fractions of shares of Preferred Preference Stock in integral multiples of a Fractional Share of Preferred Preference Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Preference Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Preference Stock that are not integral multiples of a Fractional Share of Preferred Preference Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth one- thousandth of the Closing Price of a share of Preferred Preference Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock). Interests in fractions Fractions of shares of Preferred Stock in integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-hundredth of a Fractional Share share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price current market value of one (1) share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, Right except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company Corporation shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights (i.e., Rights to acquire less than one one-thousandth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i). If the Corporation shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company Corporation shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one one-thousandth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Corporation may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement between the Company Corporation and a depositary selected by it, provided that such agreement shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price thousandth of a share of Preferred Stock for share, if the Trading Day immediately prior Corporation does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the date holders of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders record of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of a share of Preferred Stock. (c) Following the occurrence of one share of the transactions or events specified in Section 11 giving rise to the right to receive shares of Common Stock for Stock, capital stock equivalents (other than shares of Preferred Stock) or other securities upon the Trading Day immediately prior exercise of a Right, the Corporation shall not be required to issue fractions of shares or units of such shares of Common Stock, capital stock equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractions of such shares of Common Stock, capital stock equivalents or other securities. In lieu of fractional shares or units of such shares of Common Stock, capital stock equivalents or other securities, the Corporation may pay to the date registered holders of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Fair Market Value of a share or unit of such exerciseshares of Common Stock, capital stock equivalents or other securities. (d) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-thousandth of a share) upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates or scrip evidencing (i.e., Rights to acquire less than one share of Common Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Common Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares shares. In lieu of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Common Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by Common Stock. If the Company does not issue such depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stockor depositary receipts in lieu thereof, the Company may pay there shall be paid to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exerciseStock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Common Stock upon exercise of a Right, except as permitted by this Section 14.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights. In After the Separation Time, in lieu of such issuing fractional Rights, there the Company shall be paid pay to the registered holders of record of the Rights Certificates with regard (provided the Rights represented by such Rights Certificates are not void pursuant to which the provisions of Subsection 3.1(b), at the time such fractional Rights would otherwise be issuable), an amount in cash equal to the same fraction of the Closing Market Price of one whole Right that the fraction of a Right that would otherwise be issuable is of one whole Right, provided that the Company shall not be required or obligated to make any payment provided for above unless the Trading Day immediately prior amount payable by the Company to the date on which such fractional Rights would have been otherwise issuable.a certain holder exceeds $1O. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock) Common Shares upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, fractions that are integral multiples of a Fractional Share of Preferred Stock). Interests in fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock may, at the election of the Company in its sole discretion, be evidenced by depositary receipts, 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 shares of Preferred Stock represented by such depositary receiptsCommon Shares. In lieu of issuing fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred StockCommon Shares, the Company may shall pay to the registered holders of Rights Certificates Certificates, at the time such Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of one one-hundredth of the Closing Market Price of one Common Share that the fraction of a share Common Share that would otherwise be issuable upon the exercise of Preferred Stock for the Trading Day immediately prior to such Right is of one whole Common Share at the date of such exercise. (c) Following the occurrence The Rights Agent shall have no obligation to make any payments in lieu of a Triggering Eventissuing fractions of Rights or Common Shares pursuant to Subsections 5.5(a) or (b), respectively, unless and until the Company shall not be required have provided to issue fractions of shares of Common Stock upon exercise of the Rights or Agent the amount of cash to distribute certificates or scrip evidencing fractional shares of Common Stock. In be paid in lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time issuing such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price of one share of Common Stock for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a RightCommon Shares, except as permitted by this Section 14the case may be.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Rights Certificates or scrip evidencing which evidence fractional Rights (i.e., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares 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 of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of one- hundredth of a Fractional Share of Preferred Stockshare, if the Company may pay does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of the Closing Price of a share of Preferred Stock for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders record of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share) upon exercise of a Right, except as permitted by . The Rights Agent shall have no duty or obligation under this Section 14or under any other Section of this Rights Agreement dealing with fractional shares unless and until the Company has provided the Rights Agent with written notification of what action it proposes to take with respect to such fractional shares and has provided or caused to be provided to the Rights Agent sufficient depositary receipt or cash necessary to satisfy the Company's obligations with respect to fractional shares.

Fractional Rights and Fractional Shares. (a) The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, Rights or to distribute Right Certificates which evidence fractional Rights Certificates or scrip evidencing (I.E., Rights to acquire less than one one-hundredth of a share of Preferred Stock), unless such fractional Rights result from a transaction referred to in Section 11(a)(i) hereof. If the Company shall determine not to issue such fractional Rights. In , then, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Rights Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one Right for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuablea whole Right. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates or scrip evidencing which evidence fractional shares of Preferred Stock (other than, except as provided in Section 7(c) hereof, than fractions that which are integral multiples of one-hundredth of a Fractional Share of Preferred Stockshare). Interests in In lieu of issuing fractions of shares of Preferred Stock in integral multiples of a Fractional Share of Preferred Stock Stock, the Company may, at the election its election, issue depositary receipts evidencing fractions of the Company in its sole discretion, be evidenced by depositary receipts, shares pursuant to an appropriate agreement between the Company and a depositary selected by it, provided PROVIDED that such agreement shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are would be entitled as beneficial owners of the shares of Preferred Stock represented by such depositary receiptsStock. In lieu of With respect to fractional shares of Preferred Stock that are not integral multiples of a Fractional Share of Preferred Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of one one-hundredth of a share, if the Closing Price of a share of Preferred Stock for the Trading Day immediately prior Company does not issue such fractional shares or depositary receipts in lieu thereof, there shall be paid to the date of such exercise. (c) Following the occurrence of a Triggering Event, the Company shall not be required to issue fractions of shares of Common Stock upon exercise of the Rights or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights record of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Closing Price Fair Market Value of one a share of Common Stock for the Trading Day immediately prior to the date of such exercisePreferred Stock. (dc) The holder of a Right by the acceptance of the a Right expressly waives his right to receive any fractional Rights Right or any fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share) upon exercise of a Right, except as permitted by this Section 14.