Common use of FRACTIONAL RIGHTS AND FRACTIONAL STOCK Clause in Contracts

FRACTIONAL RIGHTS AND FRACTIONAL STOCK. (a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. 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 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. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the counter market, as reported by the Nasdaq Stock Market or such other system then in use, or if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board shall be used. (b) The Company shall not be required to issue fractions of Common Shares upon exercise of the Rights or to distribute certificates which evidence fractional Common Shares. Fractions of Common Shares 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 Common Shares represented by such depositary receipts. In lieu of fractional Common Shares, the Company may at its option (i) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share of Common Shares upon the surrender of such scrip or warrants aggregating a full share of Common Shares, or (ii) pay to the registered holders of Right Certificates at the time such Right Certificates are exercised as provided in this Rights Agreement an amount in cash equal to the same fraction of the current market value of a share of Common Shares. For purposes of this Section 14(b), the current market value of a share of Common Shares shall be the closing price of a share of Common Shares (as determined pursuant to Section 1(n)) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of one of the transactions or events specified in Section 11 giving rise to the right to receive Common Shares, Capital Stock Equivalents (other than Common Shares) or other securities upon the exercise of a Right, the Company shall not be required to issue fractions of shares or units of such Common Shares, Capital Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares or units of such Common Shares, Capital Stock Equivalents or other securities, the Company may pay to the registered holders of Rights Certificate at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the Current Market Value of a share or unit of such Common Shares, Capital Stock Equivalents or other securities. For purposes of this Section 14(c), the Current Market Value for the Trading Day immediately prior to the date of such exercise and, if such Capital Stock Equivalent is not traded, each such Capital Stock Equivalent shall have the value of the designated portion of a Common Share. (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 provided otherwise in this Rights Agreement).

FRACTIONAL RIGHTS AND FRACTIONAL STOCK. (a) The Company shall not be required to issue fractions of Rights Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Right Rights Certificates which evidence fractional Rights. 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 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. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the the-counter market, as reported by the Nasdaq Stock Market or such other system then in useuse or, or if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the BoardBoard of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board shall be used. (b) The Company shall not be required to issue fractions of Common Shares shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional Common Sharesshares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock). Fractions of Common Shares 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 selected by it; provided, provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Common Shares shares of Preferred Stock represented by such depositary receipts. In lieu of fractional Common Sharesshares of Preferred Stock that are not integral multiples of one one-hundredth of a share of Preferred Stock, the Company may at its option (i) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share of Common Shares upon the surrender of such scrip or warrants aggregating a full share of Common Shares, or (ii) pay to the registered holders of Right Rights Certificates at the time such Right Certificates Rights are exercised as herein provided in this Rights Agreement an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Common SharesPreferred Stock. For purposes of this Section 14(b), the current market value of one one-hundredth of a share of Common Shares Preferred Stock shall be one one-hundredth of the closing sale price of a share of Common Shares Preferred Stock (as determined pursuant to of Section 1(n)11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of one of the transactions or events specified in Section 11 giving rise to the right to receive Common Shares, Capital Stock Equivalents (other than Common Shares) or other securities upon the exercise of a RightTriggering Event, the Company shall not be required to issue fractions of shares or units of such Common Shares, Capital Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares or units of such Common Shares, Capital Stock Equivalents or other securitiesStock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificate 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 current market value of a one (1) share or unit of such Common Shares, Capital Stock Equivalents or other securitiesStock. For purposes of this Section 14(c), the Current Market Value current market value of one (1) share of Common Stock shall be the closing sale price of a share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise and, if such Capital Stock Equivalent is not traded, each such Capital Stock Equivalent shall have the value of the designated portion of a Common Shareexercise. (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 (Right, except as provided otherwise in permitted by this Rights Agreement)Section 14.

FRACTIONAL RIGHTS AND FRACTIONAL STOCK. (a) The Company shall not be required to issue fractions of Rights Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Right Rights Certificates which evidence fractional Rights. 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 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. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the the-counter market, as reported by the Nasdaq Stock Market or such other system then in useuse or, or if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the BoardBoard of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board shall be used. (b) The Company shall not be required to issue fractions of Common Shares shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional Common Sharesshares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock). Fractions of Common Shares 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 selected by it; provided, provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Common Shares shares of Preferred Stock represented by such depositary receipts. In lieu of fractional Common Sharesshares of Preferred Stock that are not integral multiples of one one-hundredth of a share of Preferred Stock, the Company may at its option (i) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share of Common Shares upon the surrender of such scrip or warrants aggregating a full share of Common Shares, or (ii) pay to the registered holders of Right Rights Certificates at the time such Right Certificates Rights are exercised as herein provided in this Rights Agreement an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Common SharesPreferred Stock. For purposes of this Section 14(b), the current market value of one one-hundredth of a share of Common Shares Preferred Stock shall be one one-hundredth of the closing sale price of a share of Common Shares Preferred Stock (as determined pursuant to of Section 1(n)11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of one of the transactions or events specified in Section 11 giving rise to the right to receive Common Shares, Capital Stock Equivalents (other than Common Shares) or other securities upon the exercise of a Rightan Acquisition Event, the Company shall not be required to issue fractions of shares or units of such Common Shares, Capital Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares or units of such Common Shares, Capital Stock Equivalents or other securitiesStock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificate 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 current market value of a one (1) share or unit of such Common Shares, Capital Stock Equivalents or other securitiesStock. For purposes of this Section 14(c), the Current Market Value current market value of one (1) share of Common Stock shall be the closing sale price of a share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise and, if such Capital Stock Equivalent is not traded, each such Capital Stock Equivalent shall have the value of the designated portion of a Common Shareexercise. (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 (Right, except as provided otherwise in permitted by this Rights Agreement)Section 14.

FRACTIONAL RIGHTS AND FRACTIONAL STOCK. (a) The Company shall not be required to issue fractions of Rights Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Right Rights Certificates which evidence fractional Rights. 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 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. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the the-counter market, as reported by the Nasdaq Stock Market NASDAQ or such other system then in useuse or, or if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the BoardBoard of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board shall be used. (b) The Company shall not be required to issue fractions of Common Shares shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional Common Sharesshares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock). Fractions of Common Shares 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 selected by it; provided, provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Common Shares shares of Preferred Stock represented by such depositary receipts. In lieu of fractional Common Sharesshares of Preferred Stock that are not integral multiples of one one-hundredth of a share of Preferred Stock, the Company may at its option (i) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share of Common Shares upon the surrender of such scrip or warrants aggregating a full share of Common Shares, or (ii) pay to the registered holders of Right Rights Certificates at the time such Right Certificates Rights are exercised as herein provided in this Rights Agreement an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Common SharesPreferred Stock. For purposes of this Section 14(b), the current market value of one one-hundredth of a share of Common Shares Preferred Stock shall be one one-hundredth of the closing sale price of a share of Common Shares Preferred Stock (as determined pursuant to of Section 1(n)11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of one of the transactions or events specified in Section 11 giving rise to the right to receive Common Shares, Capital Stock Equivalents (other than Common Shares) or other securities upon the exercise of a Rightan Acquisition Event, the Company shall not be required to issue fractions of shares or units of such Common Shares, Capital Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares or units of such Common Shares, Capital Stock Equivalents or other securitiesStock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificate 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 current market value of a one (1) share or unit of such Common Shares, Capital Stock Equivalents or other securitiesStock. For purposes of this Section 14(c), the Current Market Value current market value of one (1) share of Common Stock shall be the closing sale price of a share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise and, if such Capital Stock Equivalent is not traded, each such Capital Stock Equivalent shall have the value of the designated portion of a Common Shareexercise. (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 (Right, except as provided otherwise in permitted by this Rights Agreement)Section 14.

FRACTIONAL RIGHTS AND FRACTIONAL STOCK. (a) The Company shall not be required to issue fractions of Rights Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Right Certificates Rights certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid the Company may 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 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. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the the-counter market, as reported by the Nasdaq Stock Market NASDAQ or such other system then in useuse or, or if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the BoardBoard of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used. (b) The Company shall not be required to issue fractions of Common Shares a share of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional Common Shares. Fractions Preferred Stock (other than fractions which are integral multiples of Common Shares may, at the election one one-hundredth 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 share of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Common Shares represented by such depositary receiptsPreferred Stock). In lieu of fractional Common Sharesshares of Preferred Stock that are not integral multiples of one one-hundredth of a share of Preferred Stock, the Company may at its option (i) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share of Common Shares upon the surrender of such scrip or warrants aggregating a full share of Common Shares, or (ii) pay to the registered holders of Right Rights Certificates at the time such Right Certificates Rights are exercised as herein provided in this Rights Agreement an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Common SharesPreferred Stock. For purposes of this Section 14(b), the current market value of one one-hundredth of a share of Common Shares Preferred Stock shall be one one-hundredth of the closing price of a share of Common Shares Preferred Stock (as determined pursuant to Section 1(n)11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of one of the transactions or events specified in Section 11 giving rise to the right to receive Common Shares, Capital Stock Equivalents (other than Common Shares) or other securities upon the exercise of a RightTriggering Event, the Company shall not be required to issue fractions of shares or units of such Common Shares, Capital Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares or units of such Common Shares, Capital Stock Equivalents or other securitiesStock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificate 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 current market value of a one (1) share or unit of such Common Shares, Capital Stock Equivalents or other securitiesStock. For purposes of this Section 14(c), the Current Market Value 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 and, if such Capital Stock Equivalent is not traded, each such Capital Stock Equivalent shall have the value of the designated portion of a Common Shareexercise. (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 (Right, except as provided otherwise in permitted by this Rights Agreement)Section 14.

FRACTIONAL RIGHTS AND FRACTIONAL STOCK. (a) The Company shall not be required to issue fractions of Rights Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Right Rights Certificates which evidence fractional Rights. 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 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. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the the-counter market, as reported by the Nasdaq Stock Market or such other system then in useuse or, or if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the BoardBoard of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board shall be used. (b) The Company shall not be required to issue fractions of Common Shares shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional Common Sharesshares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock). Fractions of Common Shares 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 selected by it; provided, provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Common Shares shares of Preferred Stock represented by such depositary receipts. In lieu of fractional Common Sharesshares of Preferred Stock that are not integral multiples of one one-hundredth of a share of Preferred Stock, the Company may at its option (i) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share of Common Shares upon the surrender of such scrip or warrants aggregating a full share of Common Shares, or (ii) pay to the registered holders of Right Rights Certificates at the time such Right Certificates Rights are exercised as herein provided in this Rights Agreement an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Common SharesPreferred Stock. For purposes of this Section 14(b), the current market value of one one-hundredth of a share of Common Shares Preferred Stock shall be one one-hundredth of the closing sale price of a share of Common Shares Preferred Stock (as determined pursuant to Section 1(n)11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of one of the transactions or events specified in Section 11 giving rise to the right to receive Common Shares, Capital Stock Equivalents (other than Common Shares) or other securities upon the exercise of a RightTriggering Event, the Company shall not be required to issue fractions of shares or units of such Common Shares, Capital Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares or units of such Common Shares, Capital Stock Equivalents or other securitiesStock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificate 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 current market value of a one (1) share or unit of such Common Shares, Capital Stock Equivalents or other securitiesStock. For purposes of this Section 14(c), the Current Market Value current market value of one (1) share of Common Stock shall be the closing sale price of a share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise and, if such Capital Stock Equivalent is not traded, each such Capital Stock Equivalent shall have the value of the designated portion of a Common Shareexercise. (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 (Right, except as provided otherwise in permitted by this Rights Agreement)Section 14.

FRACTIONAL RIGHTS AND FRACTIONAL STOCK. (a) The Company shall not be required to issue fractions of Rights Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Right Rights Certificates which evidence fractional Rights. 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 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. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the the-counter market, as reported by the Nasdaq Stock Market NASDAQ or such other system then in useuse or, or if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the BoardBoard of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board shall be used. (b) The Company shall not be required to issue fractions of Common Shares shares of Preferred Stock (other than fractions which are integral multiples of one two-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional Common Sharesshares of Preferred Stock (other than fractions which are integral multiples of one two-hundredth of a share of Preferred Stock). Fractions of Common Shares shares of Preferred Stock in integral multiples of one two-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 selected by it; provided, provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Common Shares shares of Preferred Stock represented by such depositary receipts. In lieu of fractional Common Sharesshares of Preferred Stock that are not integral multiples of one two-hundredth of a share of Preferred Stock, the Company may at its option (i) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share of Common Shares upon the surrender of such scrip or warrants aggregating a full share of Common Shares, or (ii) pay to the registered holders of Right Rights Certificates at the time such Right Certificates Rights are exercised as herein provided in this Rights Agreement an amount in cash equal to the same fraction of the current market value of one two-hundredth of a share of Common SharesPreferred Stock. For purposes of this Section 14(b), the current market value of one two-hundredth of a share of Common Shares Preferred Stock shall be one two-hundredth of the closing sale price of a share of Common Shares Preferred Stock (as determined pursuant to of Section 1(n)11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of one of the transactions or events specified in Section 11 giving rise to the right to receive Common Shares, Capital Stock Equivalents (other than Common Shares) or other securities upon the exercise of a Rightan Acquisition Event, the Company shall not be required to issue fractions of shares or units of such Common Shares, Capital Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares or units of such Common Shares, Capital Stock Equivalents or other securitiesStock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificate 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 current market value of a one (1) share or unit of such Common Shares, Capital Stock Equivalents or other securitiesStock. For purposes of this Section 14(c), the Current Market Value current market value of one (1) share of Common Stock shall be the closing sale price of a share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise and, if such Capital Stock Equivalent is not traded, each such Capital Stock Equivalent shall have the value of the designated portion of a Common Shareexercise. (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 (Right, except as provided otherwise in permitted by this Rights Agreement)Section 14.

FRACTIONAL RIGHTS AND FRACTIONAL STOCK. (a) The Company shall not be required to issue fractions of Rights Rights, except prior to the Distribution Date as provided in Section 11(p) hereof, or to distribute Right Rights Certificates which evidence fractional Rights. 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 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. The closing price of the Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading ortrading, or if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the the- counter market, as reported by the Nasdaq Stock Market NASDAQ or such other system then in useuse or, or if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the BoardBoard of Directors of the Company. If on any such date no such market maker is making a market in the Rights the fair value of the Rights on such date as determined in good faith by the Board shall be used. (b) The Company shall not be required to issue fractions of Common Shares shares of Preferred Stock (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional Common Sharesshares of Preferred Stock (other than fractions which are integral multiples of one one- hundredth of a share of Preferred Stock). Fractions of Common Shares 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 selected by it; provided, provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Common Shares shares of Preferred Stock represented by such depositary receipts. In lieu of fractional Common Sharesshares of Preferred Stock that are not integral multiples of one one-hundredth of a share of Preferred Stock, the Company may at its option (i) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share of Common Shares upon the surrender of such scrip or warrants aggregating a full share of Common Shares, or (ii) pay to the registered holders of Right Rights Certificates at the time such Right Certificates Rights are exercised as herein provided in this Rights Agreement an amount in cash equal to the same fraction of the current market value of one one-hundredth of a share of Common SharesPreferred Stock. For purposes of this Section 14(b), the current market value of one one-hundredth of a share of Common Shares Preferred Stock shall be one one-hundredth of the closing sale price of a share of Common Shares Preferred Stock (as determined pursuant to of Section 1(n)11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of one of the transactions or events specified in Section 11 giving rise to the right to receive Common Shares, Capital Stock Equivalents (other than Common Shares) or other securities upon the exercise of a Rightan Acquisition Event, the Company shall not be required to issue fractions of shares or units of such Common Shares, Capital Stock Equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractional shares or units of such Common Shares, Capital Stock Equivalents or other securitiesStock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificate 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 current market value of a one (1) share or unit of such Common Shares, Capital Stock Equivalents or other securitiesStock. For purposes of this Section 14(c), the Current Market Value current market value of one (1) share of Common Stock shall be the closing sale price of a share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise and, if such Capital Stock Equivalent is not traded, each such Capital Stock Equivalent shall have the value of the designated portion of a Common Shareexercise. (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 (Right, except as provided otherwise in permitted by this Rights Agreement)Section 14.