Common use of Issuance of Right Certificates Clause in Contracts

Issuance of Right Certificates. 3.1. Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the "Distribution Date"), (x) the Rights will be evidenced (subject ----------------- to the provisions of Section 3.2 hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that -------- ------- if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of ----------------- Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (ia) the tenth business day after the Shares Acquisition Date or (iib) the Close of Business on the tenth (10th) business day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person person becoming an Acquiring Person (includingthe Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) Rights (the earlier of such dates being herein referred to as the "Distribution Date"), (xi) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) the right to receive Right Rights Certificates will not be transferable only in connection except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the underlying shares of Rights associated with the Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerShares represented thereby. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a separate Right Certificate, in substantially in the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As Following the Close of and after Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the Close of Business on the earlier of (i) the Shares tenth Business Day after the Stock Acquisition Date or (ii) or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth (10th) day Business Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempted Person) of, or after the date of the first public announcement of the intention of any such Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempted Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Person) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the "earlier of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of representing the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatesor by Book Entry shares in respect of such Common Stock) and not by separate Right CertificatesCertificates (as defined below), and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the Close of Business on the earlier to occur of (i) the Shares tenth (10th) calendar day after the Stock Acquisition Date or (ii) the Close of Business on the tenth (10th) calendar day (or such later date time as may be determined by action of the Corporation's Board of Directorsbut in no event later than the time such Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer offer, upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person becoming be an Acquiring Person (includingirrespective of whether any shares are actually purchased pursuant to such offer), or in the case of both clause (ii) such later date specified by the Board which date shall not be later than the date specified in clause (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the "earliest of such dates being referred to herein as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for the shares of Common Stock of the Company registered in the names of the holders thereof of the shares of Common Stock of the Company (which certificates for shares of Common Stock of the Company shall also be deemed also to be Right Certificatescertificates for Rights) and or, with respect to shares of Common Stock of the Company not represented by certificates, the Rights related thereto will be evidenced by the notation on the records of the Company representing these shares, and, in each case, not by separate Right Certificatescertificates, and (y) the registered holders of shares of Common Stock of the Company shall also be the registered holders of the associated Rights, and (z) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignwill, if requested to do so by the Company and provided with all necessary information and documents, at the Corporation will send or cause to be sent expense of the Company, send, by first-class, postage-postage prepaid mail, to each record holder of shares of Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such the holder shown on the records of the CorporationCompany, a Right Certificate, certificate in substantially in the form of Exhibit B hereto (a "the “Right Certificate"), ”) evidencing one Right for each share the Rights underlying the shares of Common Stock of the Company so held, provided, that all procedures relating to actions to be taken or information to be provided with respect to Rights recorded in uncertificated or book-entry form, and all requirements with respect to the form of any Right Certificate set forth in this Agreement, may be modified as necessary or appropriate to reflect uncertificated or book-entry ownership subject to the prior written consent of the Rights Agent. As of and after the Distribution Date, the Rights will be evidenced solely by such the Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if notification is given orally, the Company shall confirm the same in writing on or prior to the next succeeding Business Day. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth (10th) business day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any Person becoming an Acquiring Person shares are actually purchased pursuant to any such offer) (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignmail, and the Corporation will send or cause to be sent by first-class, postage-postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Corporationsuch records, a Right Certificate, certificate in substantially in the form of Exhibit B hereto (a "Right Certificate"), ) evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the close of business on the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempted Entity) of, or after the date of the first public announcement of the intention of any such Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempted Entity) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Entity) becoming an Acquiring Person the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the "earlier of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right CertificatesCertificates (as defined below), and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the close of business on the tenth day after the Shares Acquisition Date or (ii) the Close close of Business business on the tenth (10th) day fifteenth Business Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Ordinary Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Ordinary Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person the Beneficial Owner of Ordinary Shares aggregating 15% or more of the then outstanding Ordinary Shares (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Ordinary Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Ordinary Shares (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to . The Company shall give the occurrence Rights Agent prompt written notice of a the Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will will, after receipt of written notice of the Distribution Date from the Company, countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send, at the expense of the Company) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Ordinary Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing an aggregate number of Rights equal to one Right for each share of Common Stock Ordinary Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of the Corporation's Board Board, but only if at the time of Directorssuch determination there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office, prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in become the Beneficial Owner of 15% or more of the then outstanding shares of Voting Stock of the Company (irrespective of whether any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rightsoffer) (the earlier of such dates being herein referred to as the "Distribution Date"), (xi) the Rights will shall be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Stock registered in the names name of the holders thereof (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificatescertificates (and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby), and (yii) the right to receive Right Certificates will Certificate shall be transferable only in connection simultaneously and together with the transfer of the underlying shares a share of Common Stock (including a transfer subject to adjustment as hereinafter provided). Until the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date(or, if earlier, the Corporation will prepare and executeExpiration Date or Final Expiration Date), the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder surrender for transfer of shares of any certificate for Common Stock as shall constitute the surrender for transfer of the Close of Business on Right or Rights associated with the Distribution DateCommon Stock evidenced thereby, at the address of such holder shown on the records whether or not accompanied by a copy of the Corporation, a Right Certificate, substantially in the form Summary of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesRights.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Close of Business on the tenth day after the Stock Acquisition Date or (ii) the Close of Business on the tenth (10th) day Business Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to such offer) (the earlier of such dates described in any Person becoming an Acquiring Person (including, in the case of both clauses (i) and (ii), any such date which is after the date of this Agreement and prior ) being referred to the issuance of the Rights) (herein as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof3(c)) by the certificates for shares of the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) each Right (and the right to receive separate Right Certificates Certificates) will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, and the Rights Agent will countersignsend, and the Corporation will send or cause to be sent by first-first class, postage-insured, postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Corporationsuch records, a Right Certificate, Certificate in substantially in the form of Exhibit B hereto (a "Right Certificate"), ) evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and will be transferrable separately from the Common Stock.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the CorporationCompany's Board of Directors) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation or of company, any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation Company for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by be separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation Company will promptly notify the Rights Agent thereof, and prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Corporation, Date a Right Certificate, substantially in the form of Exhibit B hereto A (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth (10th) business day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any Person becoming an Acquiring Person shares are actually purchased pursuant to any such offer) (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignmail, and the Corporation will send or cause to be sent by first-class, postage-postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Corporationsuch records, a Right Certificate, certificate in substantially in the form of Exhibit EXHIBIT B hereto (a "Right Certificate"), ) evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the close of business on the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention of any such Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) thereof, and not by separate Right CertificatesCertificates (as defined below), and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth (10th) business day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any Person becoming an Acquiring Person shares are actually purchased pursuant to any such offer) (including, in the case of both (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignmail, at the expense of the Company and the Corporation will send or cause to be sent if provided with all necessary information, by first-class, postage-postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Corporationsuch records, a Right Certificate, certificate in substantially in the form of Exhibit B hereto (a "Right Certificate"), ) evidencing one --------- Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day Business Day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by on which any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, commences or after first publicly announces the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) intent to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to before the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced by (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right CertificatesCertificates (as defined herein)) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of before a Distribution DateDate occurs, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the Close of Business on the earlier to occur of (i) the Shares tenth (10th) calendar day after the Stock Acquisition Date or (ii) the Close of Business on the tenth (10th) calendar day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer offer, upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person becoming be an Acquiring Person (includingirrespective of whether any shares are actually purchased pursuant to such offer), or in the case of both clause (ii) such later date specified by the Board which date shall not be later than the date specified in clause (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the "earliest of such dates being referred to herein as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for the shares of Common Stock of the Company registered in the names of the holders thereof of the shares of Common Stock of the Company (which certificates for shares of Common Stock of the Company shall also be deemed also to be Right Certificatescertificates for Rights) and or, with respect to shares of Common Stock of the Company not represented by certificates, the Rights related thereto will be evidenced by the notation on the records of the Company representing these shares, and, in each case, not by separate Right Certificatescertificates, and (y) the registered holders of shares of Common Stock of the Company shall also be the registered holders of the associated Rights, and (z) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignwill, if requested to do so by the Company and provided with all necessary information and documents, at the Corporation will send or cause to be sent expense of the Company, send, by first-class, postage-postage prepaid mail, to each record holder of shares of Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such the holder shown on the records of the CorporationCompany, a Right Certificate, certificate in substantially in the form of Exhibit B hereto (a "the “Right Certificate"), ”) evidencing one Right for each share the Rights underlying the shares of Common Stock of the Company so held. As of and after the Distribution Date, the Rights will be evidenced solely by such the Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if notification is given orally, the Company shall confirm the same in writing on or prior to the next succeeding Business Day. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. 3.1. Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.Stock

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date Date, or (ii) the Close close of Business business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earliest of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of the Close of Business on (i) the Shares tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the Record Date) after the Stock Acquisition Date or (ii) the tenth Business Day (or, if such tenth Business Day occurs before the Record Date, the Close of Business on the tenth (10th) day (Record Date), or such specified or unspecified later date as may be determined by action of the Corporation's Board of Directors) Board, after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) is first published, sent or given within the Corporation, any Subsidiary meaning of Rule 14d-4(a) of the CorporationGeneral Rules and Regulations under the Exchange Act, if, upon consummation thereof, such Person, together with its Affiliates and Associates, would be the Beneficial Owner of a Substantial Block (irrespective of whether any employee benefit plan shares are actually purchased pursuant to such offer) (the earlier of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains dates set forth in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both clauses (i) and (ii), any such date which is after the date of this Agreement and prior ) above being herein referred to the issuance of the Rights) (as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3.2 hereof3) by the certificates for shares the Common Shares of Common Stock the Company registered in the names of the holders thereof of the Common Shares of the Company (which certificates for Common Shares of the Company shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificates, Certificates and (y) the right to receive each Right Certificates or fraction thereof will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to by the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon promptly as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignsend, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares the Common Shares of Common Stock the Company as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Corporationsuch records, a Right Certificateone or more certificates for Rights, in substantially in the form of Exhibit B hereto (each such certificate, a "Right Certificate"), evidencing one (1) Right for each share Class A Share and one-twentieth (1/20th) of Common Stock a Right for each Class B Share so held, subject to adjustment as provided herein and to the provisions of Section 14(a) hereof. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such the Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day Business Day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by on which any Person (other than the Corporation, any Subsidiary of the Corporation, Bagerdjian, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, commences or after first publicly announces the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) intent to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to before the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced by (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of before a Distribution DateDate occurs, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. Until (a) From the date of this Agreement until the earlier of (i) the Shares Close of Business on the tenth calendar day after the Stock Acquisition Date Date, or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) Business Day after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer by any Person, other than an Exempt Person, is first "published or sent or given" within the meaning of Rule 14d-2(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, that Person would be the Beneficial Owner of which would result in 9.8% or more of the Common Stock then outstanding (including any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii), herein referred to as the "Distribution Date"), ; (x) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof3(b)) by the certificates for shares of the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates shall for Common Stock will be considered also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Company has notified in writing the Rights Agent of the occurrence of the Distribution Date, the Corporation will prepare and execute, provided the Rights Agent will countersignwith a list of the record holders of the Common Stock (together with all other necessary information); the Rights Agent will, and at the Corporation will Company's expense, send or cause to be sent by first-class, postage-postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany or the Company's transfer agent, a Right Certificateone or more certificates, in substantially in the form of Exhibit B hereto (a the "Right CertificateCertificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(o), the Company may make the necessary and after appropriate rounding adjustments (in accordance with Section 14(a)) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. After the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of the Corporation's Board of DirectorsBoard, prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in become the Beneficial Owner of 15% or more of the then outstanding shares of Voting Stock of the Company (irrespective of whether any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), shares are actually purchased pursuant to any such date which is after the date of this Agreement and prior to the issuance of the Rightsoffer) (the earlier of such dates being herein referred to as the "Distribution Date"), (x1) the Rights will shall be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Stock registered in the names name of the holders thereof (which together with, in the case of certificates shall also be deemed to be Right Certificatesfor Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right Certificatescertificates (and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby), and (y2) the right to receive a Right Certificates will Certificate shall be transferable only in connection simultaneously and together with the transfer of the underlying shares a share of Common Stock (including a transfer subject to adjustment as hereinafter provided). Until the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date(or, if earlier, the Corporation will prepare and executeExpiration Date or Final Expiration Date), the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder surrender for transfer of shares of any certificate for Common Stock as shall constitute the surrender for transfer of the Close of Business on Right or Rights associated with the Distribution DateCommon Stock evidenced thereby, at the address of such holder shown on the records whether or not accompanied by a copy of the Corporation, a Right Certificate, substantially in the form Summary of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right CertificatesRights.

Issuance of Right Certificates. 3.1. (a) Until the Close of Business on the earlier to occur of (i) the Shares Stock Acquisition Date or (ii) the Close of Business on the tenth (10th) calendar day (or such later date time as may be determined by action of the Corporation's Board of Directorsbut in no event later than the time such Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer offer, upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in any Person becoming be an Acquiring Person (includingirrespective of whether any shares are actually purchased pursuant to such offer), or in the case of both clause (ii) such later date specified by the Board which date shall not be later than the date specified in clause (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the "earliest of such dates being referred to herein as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for the shares of Common Stock of the Company registered in the names of the holders thereof of the shares of Common Stock of the Company (which certificates for shares of Common Stock of the Company shall also be deemed also to be Right Certificatescertificates for Rights) and or, with respect to shares of Common Stock of the Company not represented by certificates, the Rights related thereto will be evidenced by the notation on the records of the Company representing these shares, and, in each case, not by separate Right Certificatescertificates, and (y) the registered holders of shares of Common Stock of the Company shall also be the registered holders of the associated Rights, and (z) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignwill, if requested to do so by the Company and the Corporation will send or cause to be sent provided with all necessary information, send, by first-class, postage-postage prepaid mail, to each record holder of shares of Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such the holder shown on the records of the CorporationCompany, a Right Certificate, certificate in substantially in the form of Exhibit B hereto (a "the “Right Certificate"), ”) evidencing one Right for each share the Rights underlying the shares of Common Stock of the Company so held. As of and after the Distribution Date, the Rights will be evidenced solely by such the Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until this notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. 3.1. Until 3.1 From the date hereof until the earlier of (i) the Shares Acquisition Date or (iia) the Close of Business on the tenth calendar day after the Stock Acquisition Date or (10thb) day the Close of Business on the tenth Business Day (or such later date other calendar day, if any, as may be determined by action of the Corporation's Board of DirectorsDirectors may determine in its sole discretion) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer by any Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would be the Beneficial Owner of which would result in any Person becoming an Acquiring Person 20% or more of the Common Shares then outstanding (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of such dates being herein referred to as the "Distribution Date"), (xi) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of the Common Stock of the Company registered in the names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (yii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Corporation); provided, however, that if a tender or exchange offer is terminated prior to Company. The Company shall give the occurrence Rights Agent prompt written notice of a the Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, and receipt of written notice of the Corporation will prepare and executeDistribution Date from the Company, the Rights Agent will countersignwill, and at the Corporation will send or cause to be sent Company's expense, send, by first-class, postage-insured, postage prepaid mail, to each record holder of shares of the Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificateone or more certificates, in substantially in the form of Exhibit B hereto (a the "Right CertificateCertificates"), evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11.15 hereof, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14.1 hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the close of business on the tenth day after the Shares Acquisition Date or Date, (ii) the Close close of Business business on the tenth (10th) day fifteenth Business Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationCompany, any Affiliate or Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Affiliate or Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of of, the intention of any Person (other than the CorporationCompany, any Affiliate or Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Affiliate or Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, or (iii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of filing by any Person of, or the first public announcement of the intention of any Person to file, any application, request, submission or other document with any federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, other than a transaction in which newly issued Common Shares are issued directly by the Company to such Person (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Close of Business on the tenth day after the Stock Acquisition Date or and (ii) the Close of Business on the tenth (10th) day Business Day (or such later date as may be determined by action of the CorporationCompany's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Corporation, any Subsidiary meaning of Rule 14d-4(a) of the CorporationExchange Act Regulations or any successor rule, any employee benefit plan if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the Corporation or of any Subsidiary shares of the Corporation or outstanding Common Stock (irrespective of whether any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or shares are actually purchased pursuant to the terms of any such planoffer) of, or after (the date earlier of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (above being the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof of the Common Stock as of and subsequent to the Record Date (which certificates for shares of Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustments as hereinafter provided) of Common Stock (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignmail, and the Corporation will send or cause to be sent by first-class, postage-postage prepaid mail, at the expense of the Company, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Corporationsuch records, a one or more Right Certificatecertificates, in substantially in the form of Exhibit B EXHIBIT A hereto (each, a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution DateDate (other than any Person referred to in the first sentence of Section 7(e), at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B attached hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. If the Company requests that the Rights Agent prepare and/or send the Right Certificates to such holders, the Company will identify to the Rights Agent in writing those Persons who, in accordance with Section 7(e) of this Agreement, are prohibited from receiving a Right Certificate, the Rights Agent shall neither prepare nor send Right Certificates to such Persons, and the Rights Agent shall have no responsibility for ascertaining if a Person is subject to the prohibitions contained in Section 7(e) but shall be entitled to act and rely solely on the identification of such Persons as provided to the Rights Agent by the Company in writing. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. Until 3.1 From the date hereof until the earlier of (i) the Shares Acquisition Date or (iia) the Close of Business on the tenth Business Day after the Share Acquisition Date or (10thb) day the Close of Business on the tenth Business Day (or such later date other calendar day, if any, as may be determined by action of the Corporation's Board of DirectorsDirectors may determine in its sole discretion) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer by any Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would be the Beneficial Owner of which would result in any Person becoming an Acquiring Person 15% or more of the Ordinary Shares then outstanding (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the "earlier of such dates being herein referred to as the “Distribution Date"”), (xi) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares the Ordinary Shares of Common Stock the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatesof the Ordinary Shares of the Company and/or by Book Entry shares in respect of such Ordinary Shares) and not by separate Right Certificatescertificates, and (yii) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares Ordinary Shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to Company. The Company shall give the occurrence Rights Agent prompt written notice of a the Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable Promptly after the Distribution Date, upon (i) receipt of written notice of the Corporation will prepare Distribution Date by the Rights Agent from the Company, and execute(ii) being provided by the Company with a shareholder list and all necessary or relevant information, the Rights Agent will countersignwill, and at the Corporation will send or cause to be sent Company’s expense, send, by first-class, postage-insured, postage prepaid mail, to each record holder Registered Holder of shares the Ordinary Shares of Common Stock the Company as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on in the records register of members of the CorporationCompany or the transfer agent or the registrar for Ordinary Shares, a Right Certificateone or more certificates, in substantially in the form of Exhibit B hereto (a "the “Right Certificate"Certificates”), evidencing one Right for each share Ordinary Share of Common Stock the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Ordinary Share of the Company has been made pursuant to Section 11.15 hereof, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14.1 hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the Close close of Business business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement that a tender or exchange offer by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, is first published or after sent or given within the date meaning of Rule 14d-2(a) of the first public announcement General Rules and Regulations under the Securities Exchange Act of the intention of any Person (other than the Corporation1934, any Subsidiary of the Corporationas amended, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer if the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the Close close of Business business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Close of Business on the Shares Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of Persons referred to in the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planpreceding parenthetical) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person the Beneficial Owner of Common Shares aggregating 20% or more of the then outstanding Common Shares (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior being herein referred to the issuance of the Rights) (as the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerShares. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth (10th) business day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in be the Beneficial Owner of fifteen percent (15%) or more of the outstanding Common Stock (irrespective of whether any Person becoming an Acquiring Person shares are actually purchased pursuant to any such offer) (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignmail, and the Corporation will send or cause to be sent by first-class, postage-postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Corporationsuch records, a Right Certificate, certificate in substantially in the form of Exhibit B hereto (a "Right Certificate"), ) evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the close of business on the tenth day after the Shares Acquisition Date or Date, (ii) the Close close of Business business on the tenth (10th) day fifteenth Business Day (or such later date as may be determined by action of the Corporation's Board of DirectorsTrustees prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationTrust, any Subsidiary of the CorporationTrust, any employee benefit plan of the Corporation Trust or of any Subsidiary of the Corporation Trust or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationTrust, any Subsidiary of the CorporationTrust, any employee benefit plan of the Corporation Trust or of any Subsidiary of the Corporation Trust or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, or (iii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Trustees prior to such time as any Person becomes an Acquiring Person) after the date of filing by any Person (includingother than the Trust, any Subsidiary of the Trust, or any employee benefit plan of the Trust or any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such Plan) of, or the first public announcement of the intention of any Person (other than the Trust, any Subsidiary of the Trust, or any employee benefit plan of the Trust or any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such Plan) to file, any application, request, submission or other document with any federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person (other than the case Trust, any Subsidiary of both the Trust, or any employee benefit plan of the Trust or any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such Plan) becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, other than a transaction in which newly issued Common Shares are issued directly by the Trust to such Person (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the "earlier of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationTrust); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation Trust will prepare and execute, the Rights Agent will countersign, and the Corporation Trust will send or cause to be sent (and the Rights Agent, at the expense of the Trust, will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationTrust, a Right Certificate, in substantially in the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Trust shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Trust shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. 3.1. (a) (a) Until the earlier of (i) the Shares Close of Business on the tenth day after the Stock Acquisition Date or and (ii) the Close of Business on the tenth (10th) day Business Day (or such later date as may be determined by action of the CorporationCompany's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Corporation, any Subsidiary meaning of Rule 14d-4(a) of the CorporationExchange Act Regulations or any successor rule, any employee benefit plan if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the Corporation or of any Subsidiary shares of the Corporation or outstanding Company Common Stock (irrespective of whether any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or shares are actually purchased pursuant to the terms of any such planoffer) of, or after (the date earlier of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (above being the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of Company Common Stock registered in the names of the holders thereof of the Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustments as hereinafter provided) of Company Common Stock (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignmail, and the Corporation will send or cause to be sent by first-class, postage-postage prepaid mail, at the expense of the Company, to each record holder of shares of the Company Common Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Corporationsuch records, a one or more Right Certificatecertificates, in substantially in the form of Exhibit B A hereto (each, a "Right Certificate"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the close of business on the earlier of (i) the Shares tenth Business Day after the Stock Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of a majority of the Corporation's Board of DirectorsDirectors before such time as any Person becomes an Acquiring Person and of which later date the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempted Entity) is first published or sent or given within the Corporation, any Subsidiary meaning of Rule 14d-4(a) of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation Exchange Act Regulations or any Person or entity organizedsuccessor rule, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the "earlier of such dates referred to in clauses (i) and (ii) being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the balances indicated in the Book Entry account system of the transfer agent for the Common Stock registered in the names of the holders thereof (which Common Stock will also be deemed to represent certificates for shares Rights) or, in the case of certificated shares, by the certificates for Common Stock registered in the names of the holders thereof (which certificates for shares of Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right CertificatesCertificates (as defined below), and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Stock, associated with such Right (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person), at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B attached hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(n) hereof, at the time of distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Rights Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Close of Business on the tenth day after the Stock Acquisition Date or and (ii) the Close of Business on the tenth (10th) day Business Day (or such later date as may be determined by action of the CorporationCompany's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person, provided that no such action may be taken by the Board of Directors to determine a later date unless, at the time of such action, there are then in office not less than two Continuing Directors and such action is approved by a majority of the Continuing Directors then in office and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the Corporation, any Subsidiary meaning of Rule 14d-4(a) of the CorporationExchange Act Regulations or any successor rule, any employee benefit plan if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the Corporation or of any Subsidiary shares of the Corporation or outstanding Common Stock (irrespective of whether any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or shares are actually purchased pursuant to the terms of any such planoffer) of, or after (the date earlier of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (above being the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof of the Common Stock as of and subsequent to the Record Date (which certificates for shares of Common Stock shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustments as hereinafter provided) of Common Stock (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignmail, and the Corporation will send or cause to be sent by first-class, postage-postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Corporationsuch records, a one or more Right Certificatecertificates, in substantially in the form of Exhibit B EXHIBIT A hereto (each, a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(p), at the time of distribution of the Rights Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement of a Tender Offer by any Person (other than the CorporationCompany, any wholly-owned Subsidiary of the CorporationCompany, or any employee benefit plan of the Corporation Company or of any wholly-owned Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer Tender Offer the consummation of which offer would result in any beneficial ownership by a Person becoming an Acquiring Person of 30% or more of the outstanding Common Shares (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates described in clauses (i) and (ii) above being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 hereofSections 3(b) and (c)) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerShares. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignwill, and at the Corporation will expense of the Company send or cause to be sent by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificatecertificate, in substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan, employee stock or deferral plan or director compensation or deferral plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person trust or other entity organized, appointed appointed, established or established by the Corporation or any Subsidiary holding Common Shares of the Corporation Company for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person the Beneficial Owner of Common Shares of the Company aggregating 10% or more of the then outstanding Common Shares of the Company (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares Common Shares of Common Stock the Company registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of Common Shares of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerCompany. As soon as practicable after the Distribution Date, the Corporation Company will notify the Rights Agent thereof and prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested and if provided with a list of record holders of Common Shares of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of shares Common Shares of Common Stock the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany's registrar and transfer agent, a Right Certificate, in substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of the Close of Business on (i) the Shares 10th Business Day after the Stock Acquisition Date or (ii) or, if the 10th Business Day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the tenth Record Date) or (10thii) day the 10th Business Day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer upon the successful consummation of which would result in any Person becoming would be an Acquiring Person (including, in the case irrespective of both whether any shares are actually purchased pursuant to any such offer) (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the "earlier of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 hereofSections 3(b) and 3(c) below) by the certificates for shares of the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, postage-insured, postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at as shown by the records of the Company, to the address of such holder shown on the such records of the CorporationCompany or the transfer agent or registrar for the Common Stock, a Right Certificate, certificate in substantially in the form of Exhibit B hereto (a "“Right Certificate"), ”) evidencing one Right for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11 or 13 hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the close of business on the tenth day after the Shares Acquisition Date or (ii) the Close close of Business business on the tenth (10th) day fifteenth Business Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person the Beneficial Owner of Common Shares aggregating 10% or more of the then outstanding Common Shares (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to . The Company shall give the occurrence Rights Agent prompt written notice of a the Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will will, after receipt of written notice of the Distribution Date from the Company, countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send, at the expense of the Company) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing an aggregate number of Rights equal to one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. 3.1 Until the earlier of (ia) the tenth business day after the Shares Acquisition Date or (iib) the Close of Business on the tenth (10th) business day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person person becoming an Acquiring Person (includingthe Beneficial Owner of Common Shares aggregating 25% or more of the then outstanding Common Shares, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) Rights (the earlier of such dates being herein referred to as the "Distribution Date"), (xi) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) the right to receive Right Rights Certificates will not be transferable only in connection except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the underlying shares of Rights associated with the Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerShares represented thereby. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a separate Right Certificate, in substantially in the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As Following the Close of and after Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors of the Corporation) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares close of business on the tenth day after the Stock Acquisition Date or (including any such date which is after the Declaration Date and prior to the issuance of the Rights), (ii) the Close close of Business business on the tenth (10th) day (or such later date day as may be determined by action of the Corporation's Board of Directors) after the date of the commencement of a tender or exchange offer by any Person (other than an Exempt Person) to acquire (when added to any equity securities as to which such Person is the Corporation, any Subsidiary Beneficial Owner immediately prior to such commencement) Beneficial Ownership of that number of shares of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any issued and outstanding Common Stock which would cause such Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or to become an Acquiring Person pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person this Agreement (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), including any such date which is after the date Declaration Date and prior to the issuance of the Rights), and (iii) the close of business on the tenth day (or such later day as may be determined by action of the Board of Directors) after the filing by any Person (other than an Exempt Person) of a registration statement under the Securities Act, with respect to a contemplated exchange offer to acquire (when added to any equity securities as to which such Person is the Beneficial Owner immediately prior to such filing) Beneficial Ownership of that number of shares of the issued and outstanding Common Stock which would cause such Person to become an Acquiring Person pursuant to the terms of this Agreement (including any such date which is after the Declaration Date and prior to the issuance of the Rights) (the earliest of such dates referred to in clauses (i), (ii) and (iii) of this Section 3(a) being herein referred to as the "Distribution Date"), (xA) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for shares of Common Stock shall also be deemed to be Right CertificatesCertificates (as such term is hereinafter defined)) and not by separate Right Certificates, and (yB) the Rights (and the right to receive Right Certificates Certificates) will be transferable only in connection with the transfer of the underlying Common Stock; PROVIDED, that if the Distribution Date would be prior to the Record Date, the Record Date shall be the Distribution Date, and PROVIDED, FURTHER, that (x) if, following the occurrence of the Stock Acquisition Date and prior to the Distribution Date, (1) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock of the Company in one transaction or a series of transactions (including not directly or indirectly involving the Company or any of its Subsidiaries) such that such Person is thereafter the Beneficial Owner of less than 15% (or (a) in the case of a transfer Permitted Holder, the percentage the Permitted Holder may hold without ceasing to be a Permitted Holder, and (b) in the Corporationcase of an Adverse Person, the percentage such Person may hold as determined by the Board of Directors, which in no event may the Board of Directors require to be less than 10% of the shares of Common Stock then outstanding, so that the Board of Directors no longer declares such Person to be an Adverse Person) of the outstanding Common Stock of the Company, (2) there are no other Persons, immediately following the occurrence of the event described in clause (1); provided, howeverwho are Acquiring Persons, that and (3) the Board of Directors of the Company (with the concurrence of a majority of the Continuing Directors) shall so approve, then, for purposes of this Agreement, the Stock Acquisition Date shall be deemed never to have occurred, and (y) if a tender or exchange offer referred to in clauses (ii) or (iii) above is terminated canceled or withdrawn prior to the occurrence of a Distribution Date, then no Distribution Date such offer shall occur as a result be deemed, for purposes of such tender or exchange offerthis Agreement, never to have been made. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignsend, and the Corporation will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of shares of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a one or more Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate")Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as herein provided. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares close of business on the tenth Business Day after the Stock Acquisition Date or (ii) the Close close of Business business on the tenth (10th) day Business Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors but in no event later than the tenth Business Day after such time as any Person becomes an Acquiring Person) after the date of the commencement that a tender or exchange offer by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan or compensation arrangement of the Corporation Company or of any Subsidiary of the Corporation Company, or any Person or entity holding securities of the Company to the extent organized, appointed or established by the Corporation Company or any Subsidiary of the Corporation Company for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan or compensation arrangement) is first published or sent or given within the meaning of Rule l4d-2(a) of the Corporation or of any Subsidiary General Rules and Regulations under the Exchange Act, without the Prior Written Approval of the Corporation or any Person or entity organizedCompany, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person the Beneficial Owner of Voting Power aggregating 15% or more of the outstanding Voting Power (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3.2 hereof3) by the certificates for shares of the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (yz) the Rights (and the right to receive Right Certificates certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); providedStock, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offermore fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Corporation will Company shall prepare and execute, and the Rights Agent will countersignshall countersign and send, and the Corporation will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of shares of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificateright certificate, in substantially in the form of Exhibit B A hereto (a the "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.of

Issuance of Right Certificates. 3.1. Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the "Distribution DateDISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); providedPROVIDED, howeverHOWEVER, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Close of Business on the tenth day after the Stock Acquisition Date or Date, (ii) the Close of Business on the tenth (10th) day fifteenth Business Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationCompany, any Affiliate or Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Affiliate or Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Stock for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of of, the intention of any Person (other than the CorporationCompany, any Affiliate or Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Affiliate or Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Stock for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Stock aggregating 10% or more of the then outstanding Common Stock, or (iii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of filing by any Person of, or the first public announcement of the intention of any Person to file, any application, request, submission or other document with any federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person becoming the Beneficial Owner of Common Stock aggregating 10% or more of the then outstanding Common Stock, other than a transaction in which newly issued shares of Common Stock are issued directly by the Company to such Person (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Corporation shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Corporation shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors of the Corporation) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); provided, however, that if a tender offer or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender offer or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Corporation shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Corporation shall confirm same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Stock Acquisition Date or (ii) or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth (10th) day Business Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any Person becoming an Acquiring Person shares are actually purchased pursuant to any such offer) (including, in the case of both (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the "earlier of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, Date and receipt by the Corporation will prepare Rights Agent of a list of the record holders of the Common Stock and executeall other relevant information, the Rights Agent will countersignwill, and the Corporation will send or cause to be sent if requested, mail, by first-class, postage-postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Corporationsuch records, a Right Certificate, certificate in substantially in the form of Exhibit B hereto (a "“Right Certificate"), ”) evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. 3.1. (a) Until the close of business on the earlier of (i) the Shares tenth Business Day after the Stock Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of the Corporation's Special Committee in good faith so long as the Special Committee is in existence and, thereafter, the Board before such time as any Person becomes an Acquiring Person and of Directorswhich later date the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempted Entity) is first published or sent or given within the Corporation, any Subsidiary meaning of Rule 14d-4(a) of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation Exchange Act Regulations or any Person or entity organizedsuccessor rule, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the "earlier of such dates referred to in clauses (i) and (ii) being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the balances indicated in the Book Entry account system of the transfer agent for the Ordinary Shares registered in the names of the holders thereof (which Ordinary Shares will also be deemed to represent certificates for shares Rights) or, in the case of Common Stock certificated shares, by the certificates for Ordinary Shares registered in the names of the holders thereof (which certificates for Ordinary Shares shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right CertificatesCertificates (as defined below), and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Ordinary Shares, associated with such Right (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Ordinary Shares as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person), at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B attached hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Ordinary Shares so held. If an adjustment in the number of Rights per share of Ordinary Shares has been made pursuant to Section 11(i) or Section 11(n) hereof, at the time of distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Rights Certificates.

Issuance of Right Certificates. 3.1. (a) Until the close of business on the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention of any such Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the "earlier of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) thereof, and not by separate Right CertificatesCertificates (as defined below), and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the close of business on the day (the "Distribution Date") which is the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of Directors may fix following the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any shares are actually purchased pursuant to any such offer), provided that such date fixed by the Board of Directors shall not be later than the nineteenth Business Day after the date of such commencement or public announcement (the date specified in any Person becoming an Acquiring Person (including, in the case of both clauses (i) and (ii), any such date which is after ) being subject to extension by the date Board of this Agreement and prior Directors pursuant to the issuance of the Rights) (the "Distribution Date"Section 25 hereof), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificatescertificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer Stock; provided that if the Distribution Date would be prior to the Corporation)Record Date, the Record date shall be the Distribution Date; and provided, howeverfurther, that if a tender or exchange offer referred to in clause (ii) above is terminated cancelled or withdrawn prior to the occurrence of a Distribution Date, then no Distribution Date such offer shall occur as a result be deemed, for purposes of such tender or exchange offerthis Rights Agreement, never to have been made. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignmail, and the Corporation will send or cause to be sent by first-class, postage-postage prepaid mail, to each record holder of shares of the Common Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Corporationsuch records, a Right Certificate, certificate in substantially in the form of Exhibit B A hereto (a "Right Certificate"), ) evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of ------------------------------ (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the ----------------- provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to -------- ------- the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock ----------------- Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. Until (a) From the date hereof until the earlier of (i) the Shares Close of Business on the tenth (10th) Business Day after the Stock Acquisition Date or (ii) the Close of Business on the tenth (10th) day Business Day (or such later date date, if any, as may be determined by action the Board of Directors of the Corporation's Board of DirectorsCompany may determine in its sole discretion) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer by any Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-2(a) of the Rules under the Exchange Act, or any successor rule, if, upon consummation thereof, such Person could become the Beneficial Owner of which would result in any Person becoming an Acquiring Person 15% or more of the shares of Common Stock of the Company then outstanding (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the "earliest of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will shall be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of the Common Stock of the Company registered in the names of the holders thereof of the Common Stock of the Company (which certificates for Common Stock of the Company shall also be deemed also to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates will Rights shall be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignshall, and at the Corporation will send or cause to be sent Company’s expense, send, by first-class, postage-insured, postage prepaid mail, to each record holder of shares of the Common Stock of the Company as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificateone or more certificates, in substantially in the form of Exhibit B attached hereto (a "the “Right Certificate"Certificates”), evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(p) hereof, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) at the time of distribution of the Right Certificates, so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Close of Business on the Distribution Date, the Rights will shall be evidenced solely by such Right CertificatesCertificates and the Rights shall be transferable separately from the shares of Common Stock of the Company.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Disinterested Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) ofcommences, or after the date of the first public announcement of the publicly announces its intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated abandoned prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day Business Day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by on which any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, commences or after first publicly announces the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) intent to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to before the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced by (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right CertificatesCertificates (as defined herein)) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of before a Distribution DateDate occurs, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-first- class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of the Close of Business on (i) the Shares tenth day after the date on which the Stock Acquisition Date Time occurs, or (ii) the Close of tenth Business on the tenth (10th) day Day (or such specified or unspecified later date on or after the Record Date as may be determined by action of the Corporation's Board of DirectorsDirectors of the Corporation prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer for an amount of Common Stock of the consummation Corporation which, together with the shares of which such stock already owned by such Person, would result in any such Person becoming an Acquiring Person (including, in the case of both (i) and (ii), including any such date which that is after the date of this Agreement and prior to the issuance of the Rights) (the "earlier of (i) and (ii) being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of a stock certificate (an “Ownership Statement”), or by the certificates for shares of Common Stock of the Corporation registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) thereof, and not by separate Right Book-Entries and Ownership Statements or by separate Rights Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignsend, and the Corporation will send or cause to be sent by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock of the Corporation as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, in substantially in the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each share of Common Stock of the Corporation so held, subject to adjustment and to the provisions of Section 14(a) hereof. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the CorporationCompany's Board of Directors) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation Company for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth (10th) business day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any Person becoming an Acquiring Person shares are actually purchased pursuant to any such offer) (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignmail, and at the Corporation will send or cause to be sent expense of the Company, by first-class, postage-postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Corporationsuch records, a Right Certificate, certificate in substantially in the form of Exhibit B hereto (a "Right Certificate"), ) evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the close of business on the day (the "Distribution Date") which is the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of Directors may fix following the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result be the Beneficial Owner of 10% or more of the outstanding Subject Stock (irrespective of whether any shares are actually purchased pursuant to any such offer), provided that such date fixed by the Board of Directors shall not be later than the nineteenth Business Day after the date of such commencement or public announcement (the date specified in any Person becoming an Acquiring Person (including, in the case of both clauses (i) and (ii), any such date which is after ) being subject to extension by the date Board of this Agreement and prior Directors pursuant to the issuance of the Rights) (the "Distribution Date"Section 25 hereof), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer Stock; provided that if the Distribution Date would be prior to the Corporation)Record Date, the Record Date shall be the Distribution Date; and provided, howeverfurther, that if a tender or exchange offer referred to in clause (ii) above is terminated cancelled or withdrawn prior to the occurrence of a Distribution Date, then no Distribution Date such offer shall occur as a result be deemed, for purposes of such tender or exchange offerthis Rights Agreement, never to have been made. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, countersign and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-first- class, postage-postage prepaid mail, to each record holder of shares of the Common Stock as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on the records of the Corporationsuch records, a Right Certificatecertificate, in substantially in the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Right Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. 3.1. Until the earlier of (iA) the Shares Acquisition Date or (iiB) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of DirectorsBoard) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for at least five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (iA) and (iiB), any such date which is after the date of this Agreement and prior to before the issuance of the Rights) (the "“Distribution Date"”), (xi) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to before the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. Until (a) On the earlier of (i) the Shares Acquisition Record Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcementsoon as practicable thereafter), the Company or the Rights Agent shall send a tender or exchange offer the consummation copy of which would result in any Person becoming an Acquiring Person (includinga Summary of Rights, in substantially the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) form attached hereto as Exhibit A (the "Distribution DateSummary of Rights"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificatesfirst class mail, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mailpostage prepaid, to each record holder of shares of the Common Stock as of the Close close of Business business on the Distribution Record Date, at the address of such holder shown on the records of the CorporationCompany. (b) Until the close of business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would be the Beneficial Owner of 30% or more of the then outstanding shares of Voting Stock of the Company (irrespective of whether any shares are actually purchased pursuant to any such offer) (the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights shall be evidenced (subject to the provisions of Section 3(a)) by the certificates for Common Stock registered in the name of the holders of the Common Stock (which certificates for Common Stock shall also constitute certificates for Rights) and not by separate Right Certificatecertificates and the record holders of such certificates for Common Stock shall be the record holders of the Rights represented thereby, substantially and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, whether or not a copy of the Summary of Rights is transferred simultaneously with such share certificate. (c) Certificates for Common Stock issued after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: This certificate also evidences and entitles the holder hereof to the same number of Rights as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement between Hannaford Bros. Co. and Continental Stock Transfer & Trust Company (the "Rights Agent"), dated as of December 16, 1997 (as the same may be modified or amended, the "Rights Agreement"), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Hannaford Bros. Co. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. Hannaford Bros. Co. shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge within five days after receipt of a written request therefor. Under certain circumstances as provided in the Rights Agreement, Rights issued to or owned by Acquiring Persons or their Affiliates or Associates (as defined in the Rights Agreement) and any subsequent holder of such Rights shall be null and void and may not be transferred to any person. (d) As soon as practicable after the Distribution Date, the Company or the Rights Agent shall send, by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form of Exhibit B hereto provided by Section 4 hereof (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Right CertificatesCertificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock. Section 4.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Stock Acquisition Date or (ii) or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) close of Business the tenth (10th) day Business Day (or such later date as may be determined by action of the Corporation's Company’s Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any Person becoming an Acquiring Person shares are actually purchased pursuant to any such offer) (including, in the case of both (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the "earlier of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, Date and receipt by the Corporation will prepare and executeRights Agent of a list of the record holders of the Common Stock, the Rights Agent will countersignmail, and the Corporation will send or cause to be sent by first-class, postage-postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Corporationsuch records, a Right Certificate, certificate in substantially in the form of Exhibit B hereto (a "“Right Certificate"), ”) evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the close of business on the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention of any such Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (includingthe earlier of such dates being herein referred to as the "DISTRIBUTION DATE;" PROVIDED, in the case HOWEVER, that if either of both (i) and (ii), any such date which is dates occurs after the date of this Agreement and on or prior to the issuance of Record Date, then the Rights) (Distribution Date shall be the "Distribution Record Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof thereof, or by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of such a certificate (which certificates shall also be deemed to be Right Certificates) an "OWNERSHIP STATEMENT"), and not by separate Right CertificatesCertificates (as defined below), and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the close of business on the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention of any such Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the "earlier of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) thereof, and not by separate Right CertificatesCertificates (as defined below), and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day Business Day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by on which any Person (other than the Corporation, any Subsidiary of the Corporation, the Subsidiary Officers, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, commences or after first publicly announces the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) intent to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to before the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced by (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for Common Shares or shares of Common Series C or Series D Preferred Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Shares or shares of Common Series C or Series D Preferred Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of before a Distribution DateDate occurs, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of Common Shares or shares of Common Series C or Series D Preferred Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Share so held (including Common Shares into which the Series C and Series D Preferred Stock so heldare convertible). As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the close of business on the tenth day after the Shares Acquisition Date or Date, (ii) the Close close of Business business on the tenth (10th) day fifteenth Business Day (or such later date as may be determined by action of the Corporation's Board of DirectorsTrustees prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationCompany, any Affiliate or Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Affiliate or Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of of, the intention of any Person (other than the CorporationCompany, any Affiliate or Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Affiliate or Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, or (iii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Trustees prior to such time as any Person becomes an Acquiring Person) after the date of filing by any Person of, or the first public announcement of the intention of any Person to file, any application, request, submission or other document with any federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, other than a transaction in which newly issued Common Shares are issued directly by the Company to such Person (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent, at the expense of the Company, will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Stock Acquisition Date or (ii) or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth (10th) day Business Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in be the Beneficial Owner of 25% or more of the outstanding Common Stock (irrespective of whether any Person becoming an Acquiring Person shares are actually purchased pursuant to any such offer) (including, in the case of both (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the "earlier of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignmail, and the Corporation will send or cause to be sent by first-class, postage-postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Corporationsuch records, a Right Certificate, certificate in substantially in the form of Exhibit B hereto (a "“Right Certificate"), ”) evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of the Close of Business on (i) the Shares tenth day after the date on which the Stock Acquisition Date Time occurs, or (ii) the Close of tenth Business on the tenth (10th) day Day (or such specified or unspecified later date on or after the Record Date as may be determined by action of the Corporation's Board of DirectorsDirectors of the Corporation prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer for an amount of Common Stock of the consummation Corporation which, together with the shares of which such stock already owned by such Person, would result in any such Person becoming an Acquiring Person (including, in the case of both (i) and (ii), including any such date which that is after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of a stock certificate (subject to the provisions of Section 3.2 hereof) an "Ownership Statement"), or by the certificates for shares of Common Stock of the Corporation registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) thereof, and not by separate Right Book-Entries and Ownership Statements or by separate Rights Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignsend, and the Corporation will send or cause to be sent by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock of the Corporation as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, in substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock of the Corporation so held, subject to adjustment and to the provisions of Section 14(a) hereof. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of the Close of Business on (i) the Shares tenth day after the date on which the Stock Acquisition Date Time occurs, or (ii) the Close of tenth Business on the tenth (10th) day Day (or such specified or unspecified later date on or after the Record Date as may be determined by action of the Corporation's Board of DirectorsDirectors of the Corporation prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer for an amount of Common Stock of the consummation Corporation which, together with the shares of which such stock already owned by such Person, would result in any such Person becoming an Acquiring Person (including, in the case of both (i) and (ii), including any such date which that is after the date of this Agreement and prior to the issuance of the Rights) (the "earlier of (i) and (ii) being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of a stock certificate (subject to the provisions of Section 3.2 hereof) an “Ownership Statement”), or by the certificates for shares of Common Stock of the Corporation registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) thereof, and not by separate Right Book-Entries and Ownership Statements or by separate Rights Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignsend, and the Corporation will send or cause to be sent by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock of the Corporation as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, in substantially in the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each share of Common Stock of the Corporation so held, subject to adjustment and to the provisions of Section 14(a) hereof. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of DirectorsBoard) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both clause (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x1) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y2) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including without limitation a transfer to the Corporation); provided, however, that that, if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. Upon the occurrence of a Distribution Date, the Corporation shall promptly notify the Rights Agent and request a stockholder list from the Corporation's transfer agent. As soon as practicable after the Distribution DateRights Agent receives such notice and list, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-classclass mail, postage-prepaid mailprepaid, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (ia) the tenth business day after the Shares Acquisition Date or (iib) the Close of Business on the tenth (10th) business day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Stock for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Stock for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person person becoming an Acquiring Person (includingthe Beneficial Owner of Common Stock aggregating 30% or more of the then outstanding Common Stock, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) Rights (the earlier of such dates being herein referred to as the "Distribution Date"), (xi) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) the right to receive Right Rights Certificates will not be transferable only in connection except as a part of the transfer of certificates for Common Stock, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the underlying shares of Rights associated with the Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerrepresented thereby. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a separate Right Certificate, in substantially in the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As Following the Close of and after Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the close of business on the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempted Entity) of, or after the date of the first public announcement of the intention of any such Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempted Entity) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempted Entity) becoming an Acquiring Person (irrespective of whether any shares are actually purchased pursuant to any such offer) (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the "earlier of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced represented (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock balances indicated in the Book-Entries registered in the names of the holders thereof of shares of Common Stock (which certificates Book-Entries shall also be deemed also to be Right CertificatesBook-Entries for Rights) and not by separate Book-Entries or Right CertificatesCertificates (as defined below) and the record holders of shares of Common Stock represented by such Book-Entries shall be the record holders of Rights represented thereby, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of Common Stock. Until the underlying earlier of the Distribution Date or the Expiration Date, the transfer on the registry books of the Rights Agent of any Common Stock represented by a Book-Entry shall also constitute the transfer of Rights associated with such shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation Company will prepare and executeexecute (either by manual or facsimile signature), the Rights Agent will countersigncountersign (either by manual or facsimile signature), and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested to do so by the Company and provided with all necessary information and documentation, in form and substance reasonably satisfactory to the Rights Agent, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CorporationCompany or the transfer agent or registrar for the shares of Common Stock, a Right Certificate, in substantially in the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced represented solely by such Right Certificates, and the Rights will be transferable only separately from the transfer of Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the third Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. 3.1. (a) Until the close of business on the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention of any such Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of 4.99% or more of the shares of Common Stock then outstanding (including, in the case of both clause (i) and (ii), any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (the "earlier of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) thereof, and not by separate Right CertificatesCertificates (as defined below), and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Close of Business on the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of DirectorsBoard) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both clause (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the "earlier of such dates being herein referred to as the “Distribution Date"), ,” (x1) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y2) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including without limitation a transfer to the Corporation); provided, however, that that, if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. Upon the occurrence of a Distribution Date, the Corporation shall promptly notify the Rights Agent thereof in writing and request a stockholder list from the Corporation’s transfer agent. As soon as practicable after the Distribution DateRights Agent receives such notice and list, and all other relevant information which the Rights Agent may request, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-classclass mail, postage-prepaid mailprepaid, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. Until the Rights Agent receives written notice that the Distribution Date has occurred, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares tenth day after the Stock Acquisition Date or (ii) or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth (10th) business day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any Person becoming an Acquiring Person shares are actually purchased pursuant to any such offer) (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignmail, and the Corporation will send or cause to be sent by first-class, postage-postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder as shown on by the records of the CorporationCompany, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.to

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares close of business on the tenth day after the Stock Acquisition Date or (including any such date which is after the Declaration Date and prior to the issuance of the Rights), (ii) the Close close of Business business on the tenth (10th) day (or such later date day as may be determined by action of the Corporation's Board of Directors) after the date of the commencement of a tender or exchange offer by any Person (other than an Exempt Person) to acquire (when added to any equity securities as to which such Person is the Corporation, any Subsidiary Beneficial Owner immediately prior to such commencement) Beneficial Ownership of that number of shares of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any issued and outstanding Common Stock which would cause such Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or to become an Acquiring Person pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person this Agreement (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), including any such date which is after the date Declaration Date and prior to the issuance of the Rights), and (iii) the close of business on the tenth day (or such later day as may be determined by action of the Board of Directors) after the filing by any Person (other than an Exempt Person) of a registration statement under the Securities Act, with respect to a contemplated exchange offer to acquire (when added to any equity securities as to which such Person is the Beneficial Owner immediately prior to such filing) Beneficial Ownership of that number of shares of the issued and outstanding Common Stock which would cause such Person to become an Acquiring Person pursuant to the terms of this Agreement (including any such date which is after the Declaration Date and prior to the issuance of the Rights) (the earliest of such dates referred to in clauses (i), (ii) and (iii) of this Section 3(a) being herein referred to as the "Distribution Date"), (xA) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for shares of Common Stock shall also be deemed to be Right CertificatesCertificates (as such term is hereinafter defined)) and not by separate Right Certificates, and (yB) the Rights (and the right to receive Right Certificates Certificates) will be transferable only in connection with the transfer of the underlying Common Stock; provided, that if the Distribution Date would be prior to the Record -------- Date, the Record Date shall be the Distribution Date, and provided, further, -------- ------- that (x) if, following the occurrence of the Stock Acquisition Date and prior to the Distribution Date, (1) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock of the Company in one transaction or a series of transactions (including not directly or indirectly involving the Company or any of its Subsidiaries) such that such Person is thereafter the Beneficial Owner of less than 15% (or (a) in the case of a transfer Permitted Holder, the percentage the Permitted Holder may hold without ceasing to be a Permitted Holder, and (b) in the Corporationcase of an Adverse Person, the percentage such Person may hold as determined by the Board of Directors, which in no event may the Board of Directors require to be less than 10% of the shares of Common Stock then outstanding, so that the Board of Directors no longer declares such Person to be an Adverse Person) of the outstanding Common Stock of the Company, (2) there are no other Persons, immediately following the occurrence of the event described in clause (1); provided, howeverwho are Acquiring Persons, that and (3) the Board of Directors of the Company (with the concurrence of a majority of the Continuing Directors) shall so approve, then, for purposes of this Agreement, the Stock Acquisition Date shall be deemed never to have occurred, and (y) if a tender or exchange offer referred to in clauses (ii) or (iii) above is terminated canceled or withdrawn prior to the occurrence of a Distribution Date, then no Distribution Date such offer shall occur as a result be deemed, for purposes of such tender or exchange offerthis Agreement, never to have been made. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersignsend, and the Corporation will send or cause to be sent by first-class, postage-insured, postage prepaid mail, to each record holder of shares of the Common Stock as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a one or more Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate")Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as herein provided. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors of the Corporation) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) ----------------- the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); provided, -------- however, that if a tender or exchange offer is terminated prior to the ------- occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-first- class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of ----------------- Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (28) Until the earlier of (ia) the tenth business day after the Shares Acquisition Date or (iib) the Close of Business on the tenth (10th) business day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person person becoming an Acquiring Person (includingthe Beneficial Owner of Common Shares aggregating 30% or more of the then outstanding Common Shares, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) Rights (the earlier of such dates being herein referred to as the "Distribution Date"), (xi) the Rights will be evidenced (subject to the provisions of Section 3.2 hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (yii) the right to receive Right Rights Certificates will not be transferable only in connection except as a part of the transfer of certificates for Common Shares, and until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the underlying shares of Rights associated with the Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerShares represented thereby. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a separate Right Certificate, in substantially in the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As Following the Close of and after Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the close of business on the tenth day after the Shares Acquisition Date or Date, (ii) the Close close of Business business on the tenth (10th) day fifteenth Business Day (or such later date as may be determined by action of the Corporation's Board of DirectorsTrustees prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationTrust, any Subsidiary of the CorporationTrust, any employee benefit plan of the Corporation Trust or of any Subsidiary of the Corporation Trust or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationTrust, any Subsidiary of the CorporationTrust, any employee benefit plan of the Corporation Trust or of any Subsidiary of the Corporation Trust or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, or (iii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Trustees prior to such time as any Person becomes an Acquiring Person) after the date of filing by any Person (includingother than the Trust, any Subsidiary of the Trust, or any employee benefit plan of the Trust or any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such Plan) of, or the first public announcement of the intention of any Person (other than the Trust, any Subsidiary of the Trust, or any employee benefit plan of the Trust or any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such Plan) to file, any application, request, submission or other document with any federal or state regulatory authority seeking approval of, attempting to rebut any presumption of control upon, or otherwise indicating an intention to enter into, any transaction or series of transactions the consummation of which would result in any Person (other than the case Trust, any Subsidiary of both the Trust, or any employee benefit plan of the Trust or any Subsidiary of the Trust or any entity holding Common Shares for or pursuant to the terms of any such Plan) becoming the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, other than a transaction in which newly issued Common Shares are issued directly by the Trust to such Person (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificatescertificates for Rights) and not by separate Right Certificatescertificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationTrust); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation Trust will prepare and execute, the Rights Agent will countersign, and the Corporation Trust will send or cause to be sent (and the Rights Agent, at the expense of the Trust, will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationTrust, a Right Certificate, in substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. The Trust shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Trust shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the CorporationCompany's Board of Directors) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation or of company, any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation Company for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by be separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation Company will promptly notify the Rights Agent thereof, and prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Corporation, Date a Right Certificate, substantially in the form of Exhibit B hereto A (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) Promptly following the Record Date, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares in the form of Exhibit B (the "Summary of Rights") to each record holder of Common Shares as of the close of business on the Record Date. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of holders thereof together with a copy of the Summary of Rights. Until the Distribution Date (or the earlier of the Redemption Dates or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of Rights associated with Common Shares. (c) Certificates for Common Shares which become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, shall be deemed also to be certificates for Rights, and shall bear the following legend: This certificate evidences and entitles the holder to certain rights set forth in a Amended and Restated Rights Agreement between Caterpillar Inc. and Mellon Investor Services LLC, dated September 27, 2001 (the "Rights Agreement"), the terms of which are incorporated by reference and a copy of which is on file at the principal executive offices of Caterpillar Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Caterpillar Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request for it. Under certain circumstances, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and certain related persons, whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Stock Acquisition Date or (ii) or, if the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the tenth (10th) day Business Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention intent of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days business days after such announcement), a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in be the Beneficial Owner of 15% or more of the outstanding Common Stock (irrespective of whether any Person becoming an Acquiring Person shares are actually purchased pursuant to any such offer) (including, in the case of both (i) and (ii), including any such date which is after the date of this Rights Agreement and prior to the issuance of the Rights) (; the "earlier of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(c) hereof) by the certificates for shares of the Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) of the Common Stock and not by separate Right Certificates, and (y) the right to receive each Right Certificates will be transferable only in connection with the transfer of the underlying shares a share (subject to adjustment as hereinafter provided) of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, postage-insured, postage prepaid mail, to each record holder of shares of the Common Stock as of the Close of Business on the Distribution Date, at as shown by the records of the Company, to the address of such holder shown on the records of the Corporationsuch records, a Right Certificate, certificate in substantially in the form of Exhibit B hereto (a "“Right Certificate"), ”) evidencing one Right for each share of Common Stock so held. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Sections 11 and 13 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof), so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, Date the Rights will be evidenced solely by such Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Right Certificates. 3.1. (a) Until the Close of Business on the earlier of (i) the Shares tenth calendar day after the Stock Acquisition Date or (ii) the Close of tenth Business on the tenth (10th) day Day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) of, or after the date of the first public announcement of the intention of any such Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such planan Exempt Person) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming an Acquiring Person the Beneficial Owner of shares of Common Stock aggregating 30% or more of the Common Stock then outstanding (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerStock. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, countersign and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close close of Business business on the Distribution DateDate (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day Business Day (or such later date as may be determined by action of the Corporation's ’s Board of Directors) after the date of the commencement by on which any Person (other than the Corporation, any Subsidiary of the Corporation, Bagerdjian, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, commences or after first publicly announces the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) intent to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to before the issuance of the Rights) (), the "earlier of such dates being herein referred to as the “Distribution Date"), ,” (x) the Rights will be evidenced by (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of before a Distribution DateDate occurs, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) ------------------------------ the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) business day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (, with the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 Sec tion 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerShares. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) business day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Corporation, Company any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person the Beneficial Owner of Common Shares aggregating 20% or more of the then outstanding Common Shares (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerShares. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, in substantially in the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares tenth day after the Share Acquisition Date or (ii) the Close of Business on the tenth (10th) business day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person trust or other entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person trust or other entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation holding Common Shares for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement)commence, a tender or exchange offer the consummation of which would result Result in any Person becoming an Acquiring Person the Beneficial Owner of Common Shares aggregating 15% or more of the then outstanding Common Shares, irrespective of whether any shares are actually purchased pursuant to any such offer (including, in the case of both (i) and (ii), including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (; the "earlier of such dates being herein referred to as the “Distribution Date"”), (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offerShares. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, substantially in the form of Exhibit B hereto Certificate (a "“Right Certificate"”), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of DirectorsDirectors of the Company) after the date of the commencement by any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation Company for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the CorporationCompany, any Subsidiary of the CorporationCompany, any employee benefit plan of the Corporation Company or of any Subsidiary of the Corporation Company or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation Company for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CorporationCompany); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation Company will prepare and execute, the Rights Agent will countersign, and the Corporation Company will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the CorporationCompany, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the Close of Business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), DISTRIBUTION DATE," (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); providedPROVIDED, howeverHOWEVER, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit EXHIBIT B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the Close close of Business business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), DISTRIBUTION DATE," (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); providedPROVIDED, howeverHOWEVER, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issuance of Right Certificates. 3.1. (a) Until the earlier of (i) the Shares Acquisition Date or (ii) the Close close of Business business on the tenth (10th) day (or such later date as may be determined by action of the Corporation's Board of Directors) after the date of the commencement by any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) of, or after the date of the first public announcement of the intention of any Person (other than the Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation or any Person or entity organized, appointed or established by the Corporation or any Subsidiary of the Corporation for or pursuant to the terms of any such plan) to commence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including, in the case of both (i) and (ii), any such date which is after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of such dates being herein referred to as the "Distribution Date"), ," (x) the Rights will be evidenced (subject to the provisions of Section 3.2 3(b) hereof) by the certificates for shares of Common Stock Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the right to receive Right Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Corporation); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. As soon as practicable after the Distribution Date, the Corporation will prepare and execute, the Rights Agent will countersign, and the Corporation will send or cause to be sent by first-class, postage-postage- prepaid mail, to each record holder of shares of Common Stock Shares as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Corporation, a Right Certificate, substantially in the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.