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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Stock, the Company may pay to the 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 one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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 Corporation will not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional Rights, there will be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Rights Right would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value Price of a whole Right that the fraction of a Right which would otherwise be issuable is of one whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall Corporation will not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock)Common Shares. In lieu of issuing fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred StockCommon Shares, the Company may Corporation will pay to the registered holders of Right Certificates Rights Certificates, at the time such Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of the Fair Market Value Price of a whole Common Share that the fraction of a Common Share which would otherwise be issuable upon the exercise of such right is of one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to whole Common Share at the date of such exercise. (c) The holder Rights Agent will have no obligation to make any payments in lieu of a Right by issuing fractions of Rights or Common Shares pursuant to subsection (a) or (b), respectively, unless and until the acceptance of Corporation has provided to the Rights expressly waives his right Agent the amount of 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(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional Rights. If After the Company elects not to issue such Separation Time, in lieu of issuing fractional Rights, the Company shall pay, in lieu of such fractional Rights, pay to the registered holders Holders of record of the Right 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 Fair Market Value Price of a one whole Right, as determined pursuant to Section 11(d) hereofRight in lieu of such fractional Rights. (b) The Share Certificates for Common Shares shall only be issued upon written request to the Company and the Company shall not be required in any circumstances to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) fractional Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock)Common Shares. In lieu of issuing fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred StockCommon Shares, the Company may shall pay to the registered holders Holders of Right Rights Certificates at the time such Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of the Fair Market Value Price of one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exerciseCommon Share. (c) 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 Subsections 5.6(a) or (b), respectively, unless and until the acceptance of Company shall have provided to the Rights expressly waives his right Agent the amount of 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 is not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) hereof), or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred StockShare) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock Shares (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred StockShare). In lieu of fractional shares of Preferred Stock Shares that are not integral multiples of one tenone-thousandth of a share of Preferred StockShare, the Company may pay to the 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 one tenone-thousandth of a share of Preferred StockShare. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth of a share of Preferred Stock Share shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the 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.

Fractional Rights and Fractional Shares. (a) The Company TransAlta shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional Rights. If After the Company elects not to issue such fractional Rights, the Company shall paySeparation Time, in lieu of such issuing fractional Rights, TransAlta shall pay to the registered holders of record of the Right 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 Fair Market Value Price of one whole Right that the fraction of a Right that would otherwise be issuable is of one whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company TransAlta shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock)Common Shares. In lieu of issuing fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred StockCommon Shares, the Company may TransAlta shall pay to the registered holders of Right Certificates Rights Certificates, at the time such Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of the Fair Market Value Price of one ten-thousandth Common Share that the fraction of a share Common Share that would otherwise be issuable upon the exercise of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value such Right is of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to whole Common Share at the date of such exercise. (c) The holder Rights Agent shall have no obligation to make any payments in lieu of a Right by the acceptance issuing fractions of Rights or Common Shares pursuant to Subsection 5.5(a) or (b), respectively, unless and until TransAlta shall have provided to the Rights expressly waives his right Agent the amount of 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Stock, the Company may pay to the 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 one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-one- thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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 TransAlta shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional Rights. If After the Company elects not to issue such fractional Rights, the Company shall paySeparation Time, in lieu of such issuing fractional Rights, TransAlta shall pay to the registered holders of record of the Right 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 Fair Market Value Price of one whole Right that the fraction of a Right that would otherwise be issuable is of one whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company TransAlta shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock)Common Shares. In lieu of issuing fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred StockCommon Shares, the Company may TransAlta shall pay to the registered holders of Right Certificates Rights Certificates, at the time such Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of the Fair Market Value Price of one ten-thousandth Common Share that the fraction of a share Common Share that would otherwise be issuable upon the exercise of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value such Right is of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to whole Common Share at the date of such exercise. (c) The holder Rights Agent shall have no obligation to make any payments in lieu of a Right by the acceptance issuing fractions of Rights or Common Shares pursuant to Subsections 5.5(a) or 5.5(b), respectively, unless and until TransAlta shall have provided to the Rights expressly waives his right Agent the amount of 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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. (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under 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 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 may rely upon such a certificate and has no duty with respect to, and will 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 has 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(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value Price of a whole Right, as determined pursuant to Section 11(d) hereofRight that the fraction of a Right which would otherwise be issuable is of one whole Right at the date of such issuance. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock)Common Shares. In lieu of issuing fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred StockCommon Shares, the Company may shall pay to the registered holders of Right Certificates Rights Certificates, at the time such Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of the Fair Market Value Price of a whole Common Shares that the fraction of a Common Share which would otherwise be issuable upon the exercise of such right is of one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to whole Common Share at the date of such exercise. (c) 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 of Company shall have provided to the Rights expressly waives his right Agent the amount of cash to receive any be paid in lieu of issuing such fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14Common Shares.

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(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional RightsRights (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 elects Corporation shall determine not to issue such fractional Rights, the Company shall paythen, in lieu of such fractional Rights, there shall be paid to the registered holders of record of the Right Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company Corporation shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stockshare) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stockshare). In lieu of fractional issuing fractions of shares of Preferred Stock Stock, the Corporation may, at its election, issue depositary receipts evidencing fractions of shares pursuant to an appropriate agreement between the 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 would be entitled as owners of the Preferred Stock. With respect to fractional shares that are not integral multiples of one tenone-thousandth hundredth of a 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 Right 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 Fair Market Value of one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, the Company may pay to the 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 one tenone-thousandth hundredth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth hundredth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional Rights. If Upon the Company elects not to issue such Distribution Date, after aggregating the fractional Rights of each individual shareholder into whole Rights, the Company shall payany remaining fractions that do not equal a whole Right when aggregated, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to and which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereofshall be cancelled without consideration. (b) The Company shall not be required to issue fractions of shares Class A Ordinary Shares or Ordinary Share Equivalents or to distribute certificates which evidence fractional Class A Ordinary Shares upon the exercise or exchange of Preferred Stock Rights. In lieu of such fractional Class A Ordinary Shares or Ordinary Share Equivalents, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Class A Ordinary Shares or Ordinary Share Equivalents would otherwise be issuable an amount in cash equal to the same fraction of the current market value of an ADS representing an Class A Ordinary Shares (other than fractions which are integral multiples as determined in accordance with Section 14(a) hereof) for the Trading Day immediately prior to the date of one ten-thousandth such exercise or exchange. (c) Following the occurrence of a share Triggering Event, the Company shall not be required to issue fractions of Preferred Stock) Ordinary Shares upon exercise of the Rights or to distribute certificates which evidence fractional shares fractions of Preferred Stock (other than Ordinary Shares. Any such fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock Ordinary Shares shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercisecancelled without consideration. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives his such holder’s right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as otherwise 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(o) hereof, Rights or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Current Market Value Price of a whole Right, Right as determined pursuant to Section 11(d) hereofof 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 fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock). Subject to Section 7(c) hereof, fractions of shares of Preferred Stock in integral multiples of one one-hundredth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a Depositary Agent selected by it. In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, the Company may pay to the 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 Current Market Value Price of one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth hundredth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to as of the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-ten- thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-ten- thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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) 14.1 The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) 11.15 hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) 11.4 hereof. (b) 14.2 The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Stock, the Company may pay to the 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 one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b)14.2, the Fair Market Value of one tenone-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) 11.4 hereof for the Trading Day immediately prior to the date of such exercise. (c) 14.3 The holder of a Right by the acceptance of the Rights 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) 14.1 The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) 11.15 hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) 11.4 hereof. (b) 14.2 The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth thousandths of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth thousandths of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth thousandths of a share of Preferred Stock, the Company may pay to the 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 one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b)14.2, the Fair Market Value of one ten-one- thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) 11.4 hereof for the Trading Day immediately prior to the date of such exercise. (c) 14.3 The holder of a Right by the acceptance of the Rights 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(o) hereof, fractional Rights or to distribute Right Rights Certificates which that evidence fractional Rights. If the Company elects not to issue such In lieu of fractional Rights, the Company there shall pay, in lieu of such fractional Rights, be paid to the registered holders of the Right Rights Certificates with regard to which such the fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Current Market Value Price of a whole Right, Right as determined pursuant to Section 11(d) hereofof the date on which the fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, the Company may pay to the registered holders of Right Certificates Rights Certificates, at the time such the Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of the Fair Current Market Value Price of one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth hundredth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to as of the date of such the exercise. (c) The holder of a Right by the his acceptance of the Rights thereof expressly waives his any 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(o) hereof, or to distribute Right Rights Certificates which evidence fractional Rights, unless such fractional Rights result from a transaction 20 referred to in SECTION 11(a)(i). If the Company elects not to issue In lieu of any such fractional Rights, the Company shall pay, in lieu of such fractional Rights, pay to the registered holders of the Right Rights Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock). In lieu of any such fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may shall pay to the registered holders of Right Rights Certificates at the time such Rights are exercised as provided herein provided an amount in cash equal to the same fraction of the Fair Market Value of one tenone-thousandth hundredth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder Upon any exchange pursuant to SECTION 24, the Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exchanged as provided herein an amount in cash equal to the same fraction of the Fair Market Price of a Right by the acceptance share of the Rights expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14Common Stock.

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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock). In If the Company elects not to issue such fractional shares, the Company shall pay, in lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, the Company may pay to the 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 one tenone-thousandth hundredth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth hundredth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Stock, the Company may pay to the 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 one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b14 (b), the Fair Market Value of one tenone-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof). (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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) 14.1 The Company shall not be required to issue fractions of the Rights, except prior to the Distribution Date as provided in Section 11(o) hereof11.15, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof11.4. (b) 14.2 The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon the exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b)14.2, the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof 11.4 for the Trading Day immediately prior to the date of such exercise. (c) 14.3 The holder of a Right by the acceptance of the Rights expressly waives his her right to receive any fractional Rights or any fractional shares upon the exercise of a Right, except as permitted by this Section 14. 14.4 Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (a) 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 (b) 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one one-ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one one-ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one one-ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one one-ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, fractional Rights or to distribute Right Rights Certificates which that evidence fractional Rights. If the Company elects not to issue such In lieu of fractional Rights, the Company there shall pay, in lieu of such fractional Rights, be paid to the registered holders of the Right Rights Certificates with regard to which such the fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Current Market Value Price of a whole Right, Right as determined pursuant to Section 11(d) hereofof the date on which the fractional Rights would have been otherwise issuable. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which that are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which that evidence fractional shares of Preferred Stock (other than fractions which that are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, the Company may pay to the registered holders of Right Certificates Rights Certificates, at the time such the Rights are exercised as herein provided provided, an amount in cash equal to the same fraction of the Fair Current Market Value Price of one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth hundredth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to as of the date of such the exercise. (c) The holder of a Right by the his acceptance of the Rights thereof expressly waives his any 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(o) hereof), or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred StockShare) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock Shares (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred StockShare). In lieu of fractional shares of Preferred Stock Shares that are not integral multiples of one tenone-thousandth of a share of Preferred StockShare, the Company may pay to the 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 one tenone-thousandth of a share of Preferred StockShare. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth of a share of Preferred Stock Share shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the 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.

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(o) hereof, or to distribute Right Rights Certificates which evidence fractional Rights, unless such fractional Rights result from a transaction referred to in Section 11(a)(i). If the Company elects not to issue In lieu of any such fractional Rights, the Company shall pay, in lieu of such fractional Rights, pay to the registered holders of the Right Rights Certificates with regard to which such fractional Rights would otherwise be issuable, issuable an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock). In lieu of any such fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may shall pay to the registered holders of Right Rights Certificates at the time such Rights are exercised as provided herein provided an amount in cash equal to the same fraction of the Fair Market Value of one tenone-thousandth hundredth of a share of Preferred Stock. (c) Upon any exchange pursuant to Section 24, the Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates (or make registrations in uncertificated book-entry form on the books of the Company) which evidence fractional shares of Common Stock. For purposes In lieu of this Section 14(b)fractional shares of Common Stock, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exchanged as provided herein an amount in cash equal to the same fraction of the Fair Market Value of one ten-thousandth Price of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exerciseCommon Stock. (cd) The holder of a Right by the acceptance of the Rights 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 shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the 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) 14.1 The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) 11.15 hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders Registered Holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) 11.4 hereof. (b) 14.2 The Company shall not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which are integral multiples of one tenone-thousandth thousandths of a share of Preferred StockShare) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock Shares (other than fractions which are integral multiples of one tenone-thousandth thousandths of a share of Preferred StockShare). In lieu of fractional shares of Preferred Stock Shares that are not integral multiples of one tenone-thousandth thousandths of a share of Preferred StockShare, the Company may pay to the registered holders 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 one tenone-thousandth of a share of Preferred StockShare. For purposes of this Section 14(b)14.2, the Fair Market Value of one tenone-thousandth of a share of Preferred Stock Share shall be determined pursuant to Section 11(d) 11.4 hereof for the Trading Day immediately prior to the date of such exercise. As soon as practicable, the Company shall notify the Rights Agent of any election pursuant to this Section 14.2. The Rights Agent may assume conclusively that no such election has occurred until it receives such notice. (c) 14.3 The holder of a Right by the acceptance of the Rights 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. 14.4 Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent either under this Section or under Section 24, 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 immediately available funds which under applicable law or rule are irreversible and not subject to any security interest, levy or other encumbrance to making 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-one- thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Stock, the Company may pay to the 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 one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-one- thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o11(p) hereof, or to distribute Right Rights Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof.there shall be (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-ten- thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the registered holders of Right Rights 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 current market value of one ten-ten- thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value current market value of one ten-thousandth of a share of Preferred Stock shall be one ten-thousandth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d11(d)(ii) hereof hereof) 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 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 price of one (1) share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-ten- thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-ten- thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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 may, but shall not be required to to, issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) hereof, Rights or to distribute Right Certificates which that evidence fractional Rights. If the Company elects not to issue In lieu of such fractional Rights, the Company shall pay, in lieu of such fractional Rights, may pay to the registered holders of the 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 Fair Market Value current market value of a whole Right. For purposes of this Section 15(a), as determined pursuant to Section 11(d) hereof.the current (b) The Company may, but shall not be required to to, issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) Common Shares upon exercise of the Rights or to distribute certificates which that evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock)Common Shares. In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred StockCommon Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Common Shares or (ii) in the case of a fraction of a Common Share, pay to the registered holders of Right Certificates at the time such Rights are exercised as herein provided in this Rights Agreement an amount in cash equal to the same fraction of the Fair Market Value current market value of one ten-thousandth of a share of Preferred StockCommon Share. For purposes of this Section 14(b15(b), the Fair current Market Value of one ten-thousandth a Common Share shall be the closing price of a share of Preferred Stock shall be Common Share (as determined pursuant to the second and third sentences of the definition of Market Value contained in Section 11(d1) hereof for the Trading Day immediately prior to the date of such exercise. 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 Common 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 holder of a Right Rights by the acceptance of the 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 provided in this Section 1415.

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(o11(p) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Stock, the Company may pay to the 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 one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth millionth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth millionth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth millionth of a share of Preferred Stock, the Company may pay to the 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 one tenone-thousandth millionth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth millionth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional Rights. If the Company elects not to issue In lieu of such fractional Rights, the Company shall pay, in lieu of such fractional Rights, pay to the registered holders of the Right Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Current Market Value Price of a whole Right, Right of a whole Right as determined pursuant to Section 11(d) hereofof 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 fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred StockShare) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock Shares (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share Preferred Share). Subject to Section 7(c) hereof, fractions of Preferred Stock)Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a Depositary Agent selected by it. In lieu of fractional shares of Preferred Stock Shares that are not integral multiples of one tenone-thousandth hundredth of a share of Preferred StockShare, the Company may pay to the registered holders of Right Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Fair Current Market Value Price of one ten-thousandth Preferred Share as of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right Right, by the acceptance of the Rights such Right, 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 is not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) hereof8(p), or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue In lieu of any such fractional Rights, the Company shall pay, in lieu of such fractional Rights, pay to the registered holders of the 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 Fair Market Value current market price of a whole Right. For purposes of this Section 11(a), as 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 issuable. The closing price of a Right for any day shall be determined pursuant to in the manner set forth for the Class A Common Stock in Section 11(d) hereof8(d)(i). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of any such fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may shall pay to the 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 current market price of one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b11(b), the Fair Market Value current market price of one tenone-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 11(d8(d)(ii)) hereof for the Trading Day immediately prior to the date of such exercise. (c) The Following the occurrence of any Section 8(a)(ii) Event or Section 10 Event or upon any exchange pursuant to Section 20, the Company shall not be required to issue fractions of shares of Class A Common Stock upon exercise of the Rights or to distribute certificates which evidence fractional shares of Class A Common Stock. In lieu of fractional shares of Class A Common Stock, the Company shall pay to the registered holders of 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 current market price of a share of Class A Common Stock. For purposes of this Section 11(c), the current market price of a share of Class A Common Stock shall be the closing price of a share of Class A Common Stock (as determined pursuant to Section 8(d)(i)) for the Trading Day immediately prior to the date of such exercise or exchange. (d) Each holder of a Right Right, by the his acceptance of the Rights 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 In lieu of issuing fractions of Rights to any holder of Common Shares, to the extent that fractions of Rights otherwise issuable pursuant to the last sentence of Section 11(a) cannot be required to issue aggregated with other fractions of Rights, except prior to Rights held by such holder in such manner as shall result in one whole Right being associated with each Common Share held by such holder after the Distribution Date as provided in Section 11(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue operation of such fractional Rightssentence, the Company shall paypay to such holder an amount, in lieu of such fractional Rights, rounded up to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuablenearest whole cent, an amount in cash equal to the same fraction total fractional amount of Rights otherwise so issuable multiplied by the Redemption Price as of the Fair Market Value time of a whole Right, the adjustment required by such sentence. Such payment shall be made in cash or by check mailed to the last address of such holder as determined pursuant to Section 11(d) hereofit appears on the registry books of the Rights Agent. (b) The Company shall not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which that are integral multiples of one tenone-thousandth hundredth of a share of Preferred StockShare) upon exercise of the Rights or to distribute issue certificates which evidence fractional shares fractions of Preferred Stock Shares (other than fractions which that are integral multiples of one tenone-thousandth hundredth of a share Preferred Share). Fractions of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not Shares in integral multiples of one tenone-thousandth hundredth of a share Preferred Share may, at the election of Preferred Stockthe Company, be evidenced by depository receipts pursuant to an appropriate agreement between the Company may pay to and a depository selected by it, provided that such agreement shall provide that the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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.such

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(o) hereof, Rights or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof.equal (b) The Company shall not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred StockShare) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock Shares (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share Preferred Share). Fractions of Preferred Stock)Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, 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 (c) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock upon the exercise or exchange of Rights. In lieu of such fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Common Stock, the Company may shall pay to the registered holders of the Right 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 of the Fair Market Value of one ten-thousandth current market value of a whole share of Preferred Stock. For purposes of this Common Stock (as determined in accordance with Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d14(a) hereof hereof) for the Trading Day immediately prior to the date of such exerciseexercise or exchange. (cd) The holder of a Right by the acceptance of the Rights 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 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(o) hereof11(p), or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof). (b) The Company shall not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred StockShare) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock Shares (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred StockShare). In lieu of fractional shares of Preferred Stock Shares that are not integral multiples of one tenone-thousandth of a share of Preferred StockShare, the Company may pay to the 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 one tenone-thousandth of a share of Preferred StockShare. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth of a share of Preferred Stock Share shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) . The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) . The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-ten- thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value 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 the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 11(d1(j) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock)Common Shares. In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred StockCommon Shares, the Company may shall pay to the registered holders of Right Rights 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 one ten-thousandth current market value of a share of Preferred StockCommon Share. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth current market value of a share of Preferred Stock Common Share shall be equal to the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d1(j) hereof hereof) for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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 . The Rights Agent shall have no duty or obligation with respect to this Section 1414 and Section 24 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 not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Current Market Value Price of a whole Right, Right as determined pursuant to Section 11(d) hereof. (b) of the date on which such fractional Rights would have been otherwise issuable. The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). Subject to Section 7(c) hereof, fractions of shares of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a Depositary Agent selected by it. In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Stock, the Company may pay to the registered holders of Right Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Fair Current Market Value Price of one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to as of the date of such exercise. (c) . The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates or register Book Entry fractional Preferred Stock which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Stock, the Company may pay to the 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 one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-ten- thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-ten- thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o11(p) hereof, or to distribute Right Rights Certificates which evidence represent fractional Rights. If the Company elects not to issue In lieu of such fractional Rights, the Company shall pay, in lieu of such fractional Rights, pay to the registered holders of the Right Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Current Market Value Price of a whole Rightunit, consisting of one one-hundredth of a share of Preferred Stock, as determined pursuant to Section 11(d) hereof11(d)(ii). (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which that are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence represent fractional shares of Preferred Stock (other than fractions which that are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, the Company may pay to the registered holders of Right Rights 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 current market value of one tenone-thousandth hundredth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value current market value of one tenone-thousandth hundredth of a share of Preferred Stock shall be one one-hundredth of the closing price of a share of Preferred Stock (as determined pursuant to Section 11(d11(d)(ii) hereof hereof) 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 which represent 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 share of Common Stock shall be the closing price of one share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Rights 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 upon exercise of a Right, 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 immediately available funds to the Rights Agent sufficient 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 funds.

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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock Preference Shares (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred StockPreference Share) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock Preference Shares (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred StockPreference Share). In lieu of fractional shares of Preferred Stock Preference Shares that are not integral multiples of one tenone-thousandth of a share of Preferred StockPreference Share, the Company may pay to the 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 one tenone-thousandth of a share of Preferred StockPreference Share. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth of a share of Preferred Stock Preference Share shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. The Rights Agent shall have no duty or obligation with respect to this Section 14 and Section 24(e) hereof 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. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard Persons to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same such fraction of the Fair Market Value market value of a whole Right. For purposes of this Section 14(a), as determined pursuant to Section 11(d) hereof.the market value of a whole Right shall be the closing price of the Rights for the Trading (b) The Company shall not be required to issue fractions of shares of Preferred Company Common Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Company Common Stock) upon exercise of the Rights or to distribute certificates which evidence such fractional shares of Preferred Company Common Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Company Common Stock). In lieu of such fractional shares of Preferred Company Common Stock that are not integral multiples of one tenone-thousandth hundredth of a share of Preferred Stockshare, the Company may pay to the registered holders of Right Rights 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 one ten-thousandth then current market price of a share of Preferred Stock. For purposes Company Common Stock on the day of this Section 14(b)exercise, the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to in accordance with Section 11(d) hereof for the Trading Day immediately prior to the date of such exercisehereof. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof), or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Stock, the Company may pay to the registered holders of 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 tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the 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.

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(o11(l) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d11(f) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Common Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Common Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Common Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Common Stock). In lieu of fractional shares of Preferred Common Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Common Stock, the Company may pay to the 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 one tenone-thousandth of a share of Preferred Common Stock. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth of a share of Preferred Common Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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) 14.1 The Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) 11.15 hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) 11.4 hereof. (b) 14.2 The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Stock, the Company may pay to the 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 one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b)14.2, the Fair Market Value of one ten-one- thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) 11.4 hereof for the Trading Day immediately prior to the date of such exercise. (c) 14.3 The holder of a Right by the acceptance of the Rights 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(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Current Market Value Price of a whole Right, Right as determined pursuant to Section 11(d) hereofof 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 fractions which are integral multiples of one ten-thousandth one- hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, the Company may pay to the registered holders of Right Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal refusal to the same fraction of the Fair Current Market Value Price of one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth hundredth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to as of the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the 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. (d) Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent under 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 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 may rely upon such a certificate and has no duty with respect to, and will 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 has 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock Preference Shares (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred StockPreference Share) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock Preference Shares (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred StockPreference Share). In lieu of fractional shares of Preferred Stock Preference Shares that are not integral multiples of one tenone-thousandth hundredth of a share of Preferred StockPreference Share, the Company may pay to the 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 one tenone-thousandth hundredth of a share of Preferred StockPreference Share. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth hundredth of a share of Preferred Stock Preference Share shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. The Rights Agent shall have no duty or obligation with respect to this Section 14 and Section 24(e) hereof 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. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Current Market Value Price of a whole Right, Right as determined pursuant to Section 11(d) hereofof 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 fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). Subject to Section 7(c) hereof, fractions of shares of Preferred Stock in integral multiples of one one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a Depositary Agent selected by it. In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Stock, the Company may pay to the registered holders of Right Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Fair Current Market Value Price of one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to as of the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, Rights or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, Right as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredths of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredths of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth hundredths of a share of Preferred Stockshare, the Company may pay to the 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 one tenone-thousandth hundredths of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one tenone-thousandth hundredths of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Common Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) the Company upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Common Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock)the Company. In lieu of fractional shares of Preferred Common Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stockthe Company, the Company may pay to the 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 one ten-thousandth of a share of Preferred StockCommon Stock of the Company. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Common Stock of the Company shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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. (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 not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth (0.0001) of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth (0.0001) of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth (0.0001) of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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.Market

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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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. (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 not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) hereofof this Agreement, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereofof this Agreement. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof of this Agreement for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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 Each Right Certificate distributed by the Company, or re-issued by the Company pursuant to Section 6 or Section 7(d), shall not be required to issue fractions evidence solely a whole Right or a whole number of Rights, except prior to the Distribution Date as provided in Section 11(o) hereof, or to distribute . In lieu of any fraction of a Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rightsthat would otherwise be evidenced by a Right Certificate, the Company shall pay, in lieu of such fractional Rights, pay to the registered holders holder of the such Right Certificates with regard to which such fractional Rights would otherwise be issuableCertificate an amount, an amount in cash cash, equal to such fraction multiplied by the same fraction of the Fair Market Value 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 the Rights (as determined pursuant to Section 11(d)) hereoffor the Trading Day immediately prior to the date on which the Right Certificate that would otherwise have evidenced such fraction of a Right was issued. (b) The Company shall not be required to issue fractions of shares number of Preferred Stock (other than fractions which are Shares to be issued by the Company to any Person upon the exercise of any Rights, if not an integral multiples multiple of one tenone-thousandth hundredth of a share of Preferred Stock) upon exercise of Share, shall be rounded down to the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of nearest one tenone-thousandth hundredth of a share of Preferred Stock)Share. In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth any fraction of a share Preferred Share that would otherwise be issued by the Company upon the exercise of Preferred Stockany Rights, the Company may shall pay to the registered holders holder of the Right Certificates at the time Certificate evidencing such Rights are exercised as herein provided an amount amount, in cash cash, equal to such fraction multiplied by the same fraction of the Fair Market Value of one ten-thousandth current market value of a share of whole Preferred StockShare. For the purposes of this Section 14(b), the Fair Market Value of one ten-thousandth current market value of a share of whole Preferred Stock Share shall be the closing price of a whole Preferred Share (as determined pursuant to Section 11(d)) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof), or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred StockShare) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock Shares (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred StockShare). In lieu of fractional shares of Preferred Stock Shares that are not integral multiples of one ten-thousandth of a share of Preferred StockShare, the Company may pay to the 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 one ten-thousandth of a share of Preferred StockShare. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock Share shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the 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.

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(o) hereof, Rights or to distribute Right Rights Certificates which evidence fractional Rights. If the Company elects not to issue such In lieu of fractional Rights, the Company there shall pay, in lieu of such fractional Rights, be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Current Market Value Price of a whole Right, Right as determined pursuant to Section 11(d) hereofof 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 fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth hundredth of a share of Preferred Stock, the Company may pay to the registered holders of Right Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Fair Current Market Value Price of one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth hundredth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to as of the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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. (d) 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 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 is not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(o) hereof8(p), or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue In lieu of any such fractional Rights, the Company shall pay, in lieu of such fractional Rights, pay to the registered holders of the 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 Fair Market Value current market price of a whole Right. For purposes of this Section 11(a), as 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 issuable. The closing price of a Right for any day shall be determined pursuant to in the manner set forth for the Common Stock in Section 11(d) hereof8(d)(i). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of any such fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may shall pay to the 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 current market price of one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b11(b), the Fair Market Value current market price of one tenone-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 11(d8(d)) hereof for the Trading Day immediately prior to the date of such exercise. (c) The Following the occurrence of any Section 8(a)(ii) Event or Section 10 Event or upon any exchange pursuant to Section 20, 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 shall pay to the registered holders of 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 current market price of 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 8(d)) for the Trading Day immediately prior to the date of such exercise or exchange. (d) Each holder of a Right Right, by the his acceptance of the Rights 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(o) hereof, Rights or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value current market value of a whole Right. For the purposes of this Section 14(a), as determined pursuant the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to Section 11(d) hereof.the date on which such fractional Rights would have been (b) The Company shall not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which are one one-hundredth or integral multiples of one tenone-thousandth hundredth of a share of Preferred StockShare) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock Shares (other than fractions which are integral multiples fractions (c) Following the occurrence of one ten-thousandth of the transactions or events specified in Section 11 giving rise to the right to receive Shares, capital stock equivalents or other securities upon the exercise of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred StockRight, the Company may pay shall not be required to the registered holders issue fractions of Right Certificates at the time shares or units of such Rights are exercised as herein provided an amount in cash equal to the same fraction Shares, capital stock equivalents or other securities upon exercise of the Fair Market Value of one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant Rights or to Section 11(d) hereof for the Trading Day immediately prior to the date distribute certificates which evidence fractions of such exerciseShares, capital stock equivalents or other securities. (cd) The holder of a Right by the acceptance of the Rights Right expressly waives his right to receive any fractional Rights or any fractional shares 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(o) hereof, Rights or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates Rights with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value current market value of a whole Right. For the purposes of this Section 14(a), the current 43 47 making a market in the Rights, the fair value of the Rights on such date as determined pursuant to Section 11(d) hereofin good faith by the Board of Directors of the Company shall be used. (b) The Company shall not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share of Preferred StockShare) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock Shares (other than fractions which are integral multiples of one tenone-thousandth hundredth of a share Preferred Share). Fractions of Preferred Stock)Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, 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 Preferred Shares represented by such depositary receipts. In lieu of fractional shares of Preferred Stock Shares that are not integral multiples of one tenone-thousandth hundredth of a share of Preferred StockShare, the Company may shall pay to the registered holders of Right Certificates Rights 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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.current market value of

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(o) hereof9(p), or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue In lieu of any such fractional Rights, the Company shall pay, in lieu of such fractional Rights, pay to the registered holders of the 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 Fair Market Value current market price of a whole Right. For purposes of this Section 12(a), as 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 issuable. The closing price of a Right for any day shall be determined pursuant to in the manner set forth for the Common Stock in Section 11(d) hereof9(d)(i). (b) The Company shall is not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-one–thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of any such fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may shall pay to the 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 current market price of one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b12(b), the Fair Market Value current market price of one tenone-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 11(d9(d)) hereof for the Trading Day immediately prior to the date of such exercise. (c) The Following the occurrence of any 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 which 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 such Rights are exercised or exchanged as herein provided an amount in cash equal to the same fraction of the current market price of 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 exercise or exchange. (d) Each holder of a Right Right, by the his acceptance of the Rights 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(o) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one ten-ten- thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one ten-thousandth of a share of Preferred Stock, the Company may pay to the 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 one ten-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(o11(p) hereof, or to distribute Right Certificates which evidence fractional Rights. If the Company elects not to issue such fractional Rights, the Company shall pay, in lieu of such fractional Rights, to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value of a whole Right, as determined pursuant to Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock (other than fractions which are integral multiples of one tenone-thousandth of a share of Preferred Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one tenone-thousandth of a share of Preferred Stock, the Company may pay to the 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 one tenone-thousandth of a share of Preferred Stock. For purposes of this Section 14(b), the Fair Market Value of one ten-one- thousandth of a share of Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights 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(oRights (other than fractions that are integral multiples of one-one thousandth of a Right) hereof, or to distribute Right Rights Certificates which evidence fractional RightsRights (other than fractions that are integral multiples of one-one thousandth of a Right). If the Company elects not to issue such fractional Rights, the Company shall pay, in In lieu of such fractional RightsRights that are not integral multiples of one one-thousandth of a Right, there shall be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the Fair Market Value 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 the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable, as determined pursuant to the second sentence of Section 11(d) hereof. (b) The Company shall not be required to issue fractions of shares of Preferred Stock Shares (other than fractions which that are integral multiples of one tenone-thousandth of a share of Preferred StockShare) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred Stock Shares (other than fractions which that are integral multiples of one tenone-thousandth of a share of Preferred StockShare). In lieu of fractional shares of Preferred Stock Shares that are not integral multiples of one tenone-thousandth of a share of Preferred StockShare, the Company may shall pay to the registered holders of Right Rights 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 one ten-thousandth current market value of a share of Preferred StockCommon Share. For purposes of this Section 14(b), the Fair Market Value of one ten-thousandth current market value of a share of Preferred Stock Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d) hereof hereof) for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Rights Right expressly waives his or her right to receive any fractional Rights or any fractional shares upon exercise of a Right, except Right other than as permitted by this Section 14provided herein.