Common use of Issue of Right Certificates Clause in Contracts

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or of the first public announcement of the intention of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming could become the Beneficial Owner of 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock aggregating 15% or more of the Common Stock Company then outstanding (including any such date which is after the earlier 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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company’s expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B 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) for each . 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(o) 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 heldthat 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.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day 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 of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than becoming an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding Acquiring Person (the earlier of such dates being herein referred to herein as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for 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 Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until From the date hereof until the earliest of (i) the Close of Business on the earlier of (i) the tenth calendar day after the Stock Acquisition Date or Date, (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or of the first public announcement of the intention of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming could become the Beneficial Owner of 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock aggregating 15% or more of the Common Stock Company then outstanding or (iii) the determination by the Board of Directors of the Company, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit 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) for each . 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(o) 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 heldthat 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.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", providedPROVIDED, howeverHOWEVER, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, Certificates and (y) the Rights will be transferable only in connection with the transfer of Common Stock. The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or of the first public announcement of the intention of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming could become the Beneficial Owner of 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock aggregating 15% or more of the Common Stock Company then outstanding (including any such date which is after the earlier 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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit 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) for each . 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(o) 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 heldthat 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.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date or (ii) 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 taken before any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) intent to commence, a tender or exchange offer by any Person (other than any Exempt Person), the consummation of which would result in any Person becoming an Acquiring Person (other than an Exempt Personincluding with respect to both clauses (i) becoming and (ii) any such date which is after the Beneficial Owner date of shares of Common Stock aggregating 15% or more this Agreement and prior to the issuance of the Common Stock then outstanding (Rights; the Close of Business on the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for 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 Rights will be transferable only in connection with and will be transferred by the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested by the Company, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (for each Common Share so held, subject to adjustment as provided herein) for each share of Common Stock so heldin this Agreement. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Close of Business on the 10th calendar day after the Stock Share Acquisition Date or Date, (ii) the tenth Close of Business on the 10th Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes shall become an Acquiring Person) after the date of (x) the commencement commencement, by any Person (Person, other than an Exempt Person) , of, or of (y) the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person, including any such date which is after the consummation date of which would result in any Person (other than an Exempt Person) becoming this Agreement and prior to the Beneficial Owner of shares of Common Stock aggregating 15% or more issuance of the Common Stock then outstanding Rights (the earlier earliest of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Board of Directors of the Company may defer the date set forth in clause (ii) in the preceding sentence to a specified later date or to an unspecified later date to be determined by action of the Directors of the Company. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of attached hereto as Exhibit B hereto A (a the "Right CertificateCertificates"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this -------- ------- Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the ------------- names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date or (ii) 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 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 an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any entity holding securities of the first public announcement Company to the extent organized, appointed or established by the Company or any Subsidiary of the intention Company for or pursuant to the terms of any such Person (other than an Exempt Personemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock Voting Power aggregating 1520% or more of the Common Stock then outstanding Voting Power (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall 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 certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution DateDate and provided the Rights Agent with all necessary information, the Company will shall prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a the "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) 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 Certificates.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth day after the date on which the Stock Acquisition Date Time occurs, or (ii) the tenth Business Day (or such specified or unspecified later date on or after the Record Date as may be determined by action of the Board of Directors 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than for an Exempt Person) becoming the Beneficial Owner of shares amount of Common Stock aggregating 15of the Company which, together with the shares of such stock already owned by such Person, constitutes 10% or more of the outstanding Common Stock then outstanding of the Company (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 (i) and (ii) being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for shares of Common Stock of the Company registered in the names of the holders thereof of Common Stock of the Company (which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and executesend, the Rights Agent will countersign and the 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 Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock of the Company so held, subject to adjustment and to the provisions of Section 14(a) hereof. As of the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date or (ii) the tenth Business Day such date (or prior to such later date time as any Person becomes an Acquiring Person), if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) of the Company after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) who satisfies the conditions described in clauses (ii) and (iii) of the definition of “Acquiring Person” and has not publicly announced an intent to hold such Person’s Beneficially Owned shares of Common Stock in such a way as would cause the condition described in clause (iv) of the definition of “Acquiring Person” to not be satisfied, having beneficial ownership or becoming the Beneficial Owner of shares of Common Stock aggregating 155% or more of the shares of Common Stock then outstanding (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall in no event be prior to the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section Sections 3(b) and 3(c) hereof) by the certificates for representing the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close Close of business Business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 1520% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of Distribution Date (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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for representing the Common Stock Shares registered in the names of the holders thereof of the Common Shares (which certificates shall be deemed also to be certificates for the associated Rights) and not by separate Right Certificates, Certificates and (yii) the Rights will be transferable only in connection with the transfer of the associated Common StockShares. The Corporation shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of the Company will prepare and executeDistribution Date from the Corporation, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Corporation's expense, send) , by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records register of shares of the CompanyCorporation, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one that number of Rights to which such holder is entitled in accordance with the provisions of this Agreement. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Sections 11(i) or 11(o) hereof, at the time of distribution of the Right Certificates the Corporation shall make the necessary and appropriate rounding adjustments (subject to adjustment as provided hereinin accordance with Section 14(a) for each share hereof) so that Right Certificates representing only whole numbers of Common Stock so heldRights 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 Rights are exercisable only in accordance with the provisions of Section 7 hereof and are redeemable only in accordance with Section 23 hereof.

Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or of the first public announcement of the intention of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming could become the Beneficial Owner of 20% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock aggregating 15% or more of the Common Stock Company then outstanding (including any such date which is after the earlier 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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company’s expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B 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) for each . 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(o) 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 heldthat 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.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer (other than a Qualified Offer) the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 1520% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth calendar day after the Shares Acquisition Date (or, if the tenth day after the Stock Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) 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) calendar day after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the if, upon consummation of which thereof, such Person would result in any become an Acquiring Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such the dates in subsection (i) and (ii) hereof being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), ) (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and executeRights Agent, at the Rights Agent will countersign and the Company Company's expense, will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or (ii) 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 Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or of the first public announcement of the intention of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming be the Beneficial Owner of shares of Common Stock aggregating more than 15% or more of the Common Stock Shares then outstanding (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense, send) , by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially 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) for each . 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(o) 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 heldthat 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.

Issue of Right Certificates. 3.1 From the date hereof until the earlier of (a) Until the Close of Business on the earlier of (i) the tenth calendar day after the Stock Acquisition Date or (iib) 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 Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or of the first public announcement of the intention of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming be the Beneficial Owner of shares of Common Stock aggregating 15more than 20% or more of the Common Stock Shares then outstanding (and, if such person was a stockholder of the Company prior to the completion of the Company's Initial Public Offering, such person's Beneficial Ownership of Common Shares after consummation would cause such person to be the Beneficial Owners of a greater percentage of the outstanding Common Shares than the percentage held by such person immediately after the completion of the Initial Public Offering) (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (xi) the Rights will be evidenced (subject to the provisions of Section 3(b) 3.2 hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense, send) , by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially 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) for each . 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 heldthat 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.

Issue of Right Certificates. (a) Until the Close of Business on the --------------------------- earlier of (i) the close of business on the tenth day Business Day after the Stock Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day after the Record Date) or (ii) 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 the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (other than an Exempt Personor such later date as the Board of Directors may determine by resolution adopted prior to the Shares Acquisition Date) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates date being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof Company and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the with, and will automatically be transferred by, a transfer of the associated shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 of the Company as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, Certificate in substantially the form of Exhibit B hereto described in Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of On and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares 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 Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, commence a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock Voting Power of the then outstanding Common Shares (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 Rights (and the right to receive Right Certificates) will be transferable only in connection with the transfer of Common StockShares. The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day Business Day after the Stock Share Acquisition Date (or, if the tenth Business Day after the Share Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent to commence, by any Person (other than an Exempt the Company or a Related Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence), a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of including any such dates being herein referred to as the "Distribution Date", provided, however, date that if either of such dates occurs is after the date of this Agreement and on or prior to the Record issuance of the Rights; the earlier of the dates in subsections (i) and (ii) hereof being herein referred to as the “Distribution Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for the Common Stock registered in the names of the holders thereof and not (or by separate Book Entry shares in respect of such Common Stock), which certificates shall be deemed also to be Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of the Common Stock and (z) the transfer of any shares of Common Stock in respect of which Rights have been issued will also constitute the transfer of the Rights associated with such shares of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedso requested by written notice and provided with a stockholder list and all other relevant information that the Rights Agent may reasonably request, send) ), by first-first class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any an Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially 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. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. 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.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date Date, or (ii) the tenth Business Day (Day, or such specified or unspecified later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) of the Company, after the date of the commencement of (as determined by reference to Rule 14d-2 (a), as now in effect under the Exchange Act), or first public announcement of the intent of any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company or such Subsidiary as a fiduciary pursuant to the terms of the first public announcement of the intention of any such Person (other than an Exempt Personemployee benefit plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person (other than for an Exempt Person) becoming the Beneficial Owner of shares amount of Common Stock aggregating 15of the Company which, together with the shares of such stock already owned by such Person, constitutes 20% or more of the outstanding Common Stock then outstanding of the Company (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for shares of Common Stock registered in the names of the holders thereof of Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-first class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially 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, subject to adjustment as provided herein and to the provisions of Section 14(a). As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock Shares registered in the names of the record holders thereof (which certificates for Common Shares shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common StockShares in the stock transfer books of the Company maintained by the Company or its appointed transfer agent. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate")A hereto, evidencing one Right (for each Common Share so held, subject to adjustment adjustment, together with a notice setting forth the Purchase Price (as provided hereindefined in Section 4 hereof) for each share of Common Stock so heldas in effect on the Distribution Date. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. Any Right Certificate issued pursuant to this Section 3 that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Right Certificate issued pursuant to Sections 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall be subject to and contain the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage: The Rights represented by this Right Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) or Section 11(d) of the Rights Agreement.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day Business Day after the Stock Shares Acquisition Date or (or, if the tenth Business Day after the Shares Acquisition Date occurs before the Record Date, the close of business on the Record Date) and (ii) the close of business on the tenth Business Day (or such specified or unspecified later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonDirectors, including a majority of the Independent Directors, of the Company) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the if, upon consummation of which thereof, such Person would result in any be an Acquiring Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such the dates in subsection (i) and (ii) hereof being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), ) (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection conjunction with the transfer of Common Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and executeRights Agent, at the Rights Agent will countersign and the Company Company's expense, will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate")A hereto, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. As of On and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 1520% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day Business 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 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) having beneficial ownership or becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the shares of Common Stock then outstanding (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall in no event be prior to the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section Sections 3(b) and 3(c) hereof) by the certificates for representing the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close Close of business Business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on The "Distribution Date" shall mean 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 PersonDirectors) after the date of the commencement of a tender or exchange offer (as determined by reference to Rule 14d-2(a) (or any successor rule) under the Exchange Act) by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, or any employee benefit plan or employee stock plan of the first public announcement Company or any Subsidiary of the intention of such Person (other than an Exempt PersonCompany) to commence, for a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner number of shares of Common the outstanding Voting Stock aggregating having 15% or more of the Common Stock then outstanding general voting power (or, if the earlier of tenth Business Day after such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates date occurs after the date of this Agreement and on or prior to before the Record Date, then the Distribution Date shall be Close of Business on the Record Date), or (ii) the tenth Business Day after a Stock Acquisition Date (or, if the tenth Business Day after such date occurs before the Record Date, the Close of Business on the Record Date). Up to and including the Distribution Date, (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof of Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock. The Company shall give the Rights Agent prompt written notice of the Distribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of the Company will prepare and executeDistribution Date from the Company, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense, send) mail, by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company at the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Companysuch records, a Right Certificate (the "Right Certificate"), in substantially the form of Exhibit B hereto (a "Right Certificate")hereto, 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(p) 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 Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day Business 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 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) having beneficial ownership or becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the shares of Common Stock then outstanding (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for representing the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or or, unless the Distribution Date shall have previously occurred, such later date as may be determined specified by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonBoard) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer offer, the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (the earlier of such dates being herein referred to as the "“Distribution Date", ”; provided, however, that if either of such dates occurs after the date of this Agreement Plan and on or prior to before the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) solely by the certificates for representing the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Stock, a Right Certificateone or more right certificates, in substantially 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. 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.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on the earlier of (i) the tenth day after the date on which the Stock Acquisition Date Time occurs, or (ii) the tenth Business Day (or such specified or unspecified later date as may be determined by action of the Board of Directors 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 an Exempt Person) of, or of the first public announcement of the intention of such any Person (other than an Exempt Person) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer for an amount of Common Shares of the Company which, together with the Common Shares already owned by such Person, would, upon consummation of which would thereof, result in any such person becoming an Acquiring Person (other than an Exempt Person) becoming including any such date which is after the Beneficial Owner date of shares of Common Stock aggregating 15% or more this Agreement and prior to the issuance of the Common Stock then outstanding Rights) (the earlier of such dates described in clauses (i) and (ii) above being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock Shares registered in the names of the holders thereof of Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of the underlying Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (for each Common Share so held, subject to adjustment as provided herein) for each share herein and to the provisions of Common Stock so heldSection 14(a). As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares Common Shares of Common Stock the Company aggregating 15% or more of the Common Stock then outstanding Common Shares of the Company (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares of 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 Rights (and any right to receive Right Certificates) will be transferable only in connection with the transfer of Common StockShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Affiliate or Associate or Affiliate of an any Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of 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.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth calendar day after the Stock Shares Acquisition Date (or, if the tenth calendar day after the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day calendar 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 of, or first public announcement of the intent of any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of the first public announcement any Subsidiary of the intention Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of such Person (other than an Exempt Personplan) to commence, a tender or exchange offer the if, upon consummation of which thereof, such Person would result in any be an Acquiring Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), ) (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and executeRights Agent, at the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent Company's expense, will, if requestedupon its receipt of all necessary information, send) send by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (for each share of the Common Stock so held, subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or or, unless the Distribution Date shall have previously occurred, such later date as may be determined specified by action of the Board of Directors prior to such time as any Person becomes an Acquiring PersonBoard) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer offer, the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (the earlier of such dates being herein referred to as the "“Distribution Date", ”; provided, however, that if either of such dates occurs after the date of this Agreement Plan and on or prior to before the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) solely by the certificates for representing the Common Stock registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Stock) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Affiliate or Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Stock, a Right Certificateone or more right certificates, in substantially the form of Exhibit B A 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. 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.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day after the Stock Shares Acquisition Date or (ii) 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 taken before any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) intent to commence, a tender or exchange offer by any Person (other than any Exempt Person), the consummation of which would result in any Person becoming an Acquiring Person (other than an Exempt Personincluding with respect to both clauses (i) becoming and (ii) any such date which is after the Beneficial Owner date of shares of Common Stock aggregating 15% or more this Agreement and prior to the issuance of the Common Stock then outstanding (Rights; the Close of Business on the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for 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 Rights will be transferable only in connection with and will be transferred by the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested by the Company and provided with all necessary information, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCompany or the transfer agent or registrar for the Common Shares, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (for each Common Share so held, subject to adjustment as provided herein) for each share of Common Stock so heldin this Agreement. 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 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 purpose that the Distribution Date has not occurred.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth calendar day after the Stock Shares Acquisition Date or (ii) 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 Personshall determine) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the first public announcement General Rules and Regulations under the Exchange Act, the consummation of the intention of such which would result in beneficial ownership by a Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the outstanding Common Stock then outstanding Shares (the earlier of including any such dates being herein referred to as the "Distribution Date", provided, however, date that if either of such dates occurs is after the date of this Agreement and on or prior to the Record issuance of the Rights) (the earlier of (i) and (ii) being herein referred to as the “Distribution Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for 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 Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date, or, with respect to Common Shares so issued on or after the Distribution Date (other than any Acquiring Person or any Associate or Affiliate unless otherwise provided with respect thereto as aforesaid), to the record holder of an Acquiring Person)such Common Shares on the date of issuance, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate")A, evidencing one Right (for each Common Share so held, subject to adjustment adjustments as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) for each share hereof, at the time of Common Stock distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so heldthat 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.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares 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 Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof Shares and not by separate Right CertificatesCertificates and the registered holders of the Common Shares shall be deemed to be the registered holders of the associated Rights, and (y) the Rights will be transferable only in connection with the transfer of the associated Common StockShares. As On the Record Date or as soon as practicable after the Distribution Datethereafter, the Company will prepare and executesend a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the Rights Agent will countersign and form of Exhibit C hereto (the Company will send or cause to be sent (and the Rights Agent will"Summary of Rights"), if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Record Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Close of Business on the twentieth day after following a Flip-In Event where the Stock Acquisition Date right of redemption has not been reinstated pursuant to Section 23(a)(ii), or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors unless this Agreement is amended prior to such the time as that any Person becomes an Acquiring PersonPerson to increase such number of Business Days) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company or any employee benefit plan (whether or not subject to any of the provisions of ERISA as amended from time to time) of, of the Company or of the first public announcement any Subsidiary of the intention Company or any entity organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such Person (other than would be an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Acquiring Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates (i) or (ii) being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), ) (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (yz) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock (including, without limitation, a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, one or more right certificates in substantially the form of Exhibit B A hereto (a the "Right CertificateCertificates"), ) evidencing one Right (subject to adjustment as provided herein) 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(i), 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)) 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.

Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or any successor rule, if, upon consummation thereof, such Person could become an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the first public announcement of the intention of such Person (other than an Exempt PersonRights) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit 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) for each . 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(o) 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 heldthat 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.

Issue of Right Certificates. (a) Until From the date hereof until the earliest of (i) the Close of Business on the earlier of (i) the tenth calendar day after the Stock Acquisition Date or Date, (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or any successor rule, if, upon consummation thereof, such Person would become an Acquiring Person, or (iii) the determination by the Board of Directors of the first public announcement Company, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (including any such date which is after the date of this Agreement and prior to the issuance of the intention of such Person (other than an Exempt PersonRights) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier earliest of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company s expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially 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) for each . 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(o) 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 heldthat 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.

Issue of Right Certificates. (a) Until the Close close of Business business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date or (including any such date which is after the Declaration Date even if prior to the Record Date), and (ii) the tenth Business Day (or such later date day as may be determined by action of the Board of Directors 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 an Exempt Person) of, or of the first public announcement of the intention intent of such any Person (other than an Exempt Persona Company Entity) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any person acquiring (when added to any equity securities as to which such Person (other than an Exempt Person) becoming is the Beneficial Owner immediately prior to such commencement) Beneficial Ownership of shares of Common Stock aggregating 1510% or more of the issued and outstanding shares of Common Stock then outstanding (the earlier of such the dates referred to in clauses (i) and (ii) above being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall also be deemed (other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance of Rights Certificates) to be Right Certificates (as such term is hereinafter defined)) and not by separate Right Certificates, and (y) the Rights (and the right to receive Right Certificates) will be transferable only in connection simultaneously and together with the transfer of the underlying shares of Common Stock. As soon as practicable after the Distribution Date, subject to Section 11(a)(iii) hereof, the Company will shall prepare and execute, execute and the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent willsent, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, as shown by the records of an Acquiring Person)the Company, at the address of such holder shown on the records of the Companysuch records, a Right Certificateright certificate, substantially in substantially the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as herein provided. As of and after the close of business on the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and may be transferred only by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the --------------------------- close of business on the tenth day Business Day after the Stock Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day after the Record Date) or (ii) 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 the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (other than an Exempt Personor such later date as the Board of Directors may determine by resolution adopted prior to the Shares Acquisition Date) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates date being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for shares of Common Stock registered in the names of the holders thereof Company and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the with, and will automatically be transferred by, a transfer of the associated shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 of the Company as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, Certificate in substantially the form of Exhibit B hereto described in Section 4 hereof (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. As of On and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, Certificates and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Shares of Preferred Stock, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Record Date (other than any Acquiring Person or any Associate or Affiliate of any Acquiring Person), at the address of such holder shown on the records of the Company. With respect to certificates for Common Stock out- standing as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. 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, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Certificates issued for Common Stock (including, without limitation, upon transfer of outstanding Common Stock, disposition of Common Stock out of treasury stock or issuance or reissuance of Common Stock out of authorized but unissued shares) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between Associates First Capital Corporation and First Chicago Trust Company of New York, dated as of April 13, 1998, as the same may be amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Associates First Capital Corporation. 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. Associates First Capital Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, Rights owned by or transferred to any Person who becomes an Acquiring Person (as defined in the Rights Agreement) and certain transferees thereof will become null and void and will no longer be transferable.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of --------------------------- (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 1510% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors of Brillian 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares Common Shares of Common Stock Brillian aggregating 15% or more of the Common Stock then outstanding Common Shares of Brillian (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares of Brillian 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 Rights (and any right to receive Right Certificates) will be transferable only in connection with the transfer of Common StockShares of Brillian. As soon as practicable after the Distribution Date, the Company Brillian will prepare and execute, the Rights Agent will countersign countersign, and the Company Brillian 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 Common Stock Shares of Brillian as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Affiliate or Associate or Affiliate of an any Acquiring Person), at the address of such holder shown on the records of the CompanyBrillian, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day Business Day after the Stock Share Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) having beneficial ownership or becoming the Beneficial Owner of shares of Common Stock aggregating 1520% or more of the Common Stock Shares then outstanding (the earlier of such dates being herein referred to as the "“Distribution Date", ,” provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for representing the Common Stock Shares registered in the names of the holders thereof (or by Book Entry shares in respect of such Common Shares) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock Shares as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than becoming an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding Acquiring Person (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of (1) shares of Company Common Stock aggregating representing, in the aggregate, 15% or more of the total number of votes entitled to be cast generally (other than in an election of directors) by the holders of Company Common Stock then outstanding (or, if such Person is an Institutional Investor, shares of Company Common Stock representing, in the aggregate, 18.5% or more of the total number of votes entitled to be cast generally (other than in an election of directors) by the holders of Company Common Stock then outstanding) or (2) 12.5% or more of the shares of Class B Common Stock then outstanding (or, if such Person is an Institutional Investor, 17.5% or more of the shares of Class B Common Stock then outstanding) (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), ; (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Company Common Stock registered in the names of the holders thereof thereof, or by a current ownership statement issued with respect to uncertificated shares of Company Common Stock in lieu of such a certificate (an "Ownership Statement") and not by separate Right Certificates, Certificates and (y) the Rights will be transferable only in connection with the transfer of Company Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-prepaid mail, (A) to each record holder of Common Stock as of the close of business on the Distribution Date (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 Company, a Class A Right Certificate, in substantially the form of Exhibit B B-1 hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.Class A Right

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day after Business Day following the Stock Shares Acquisition Date or (ii) the tenth close of business on the fifteenth 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 on which a tender or exchange offer by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the first public announcement of the intention of Rules, if upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming be the Beneficial Owner of shares of Common Stock aggregating 15% twenty percent (20%) or more of the Common Stock Shares then outstanding (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution DateSEPARATION DATE", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for 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 Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Separation Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Separation Date, at the address of such holder shown on the records of the Company, a one or more Right CertificateCertificates, in substantially the form of Exhibit EXHIBIT B hereto (a "Right Certificate")hereto, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. In the event that an adjustment in the number of Rights per Common Share 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 accord ance 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 Separation Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day after Business Day following the Stock Shares Acquisition Date or (ii) the tenth close of business on the fifteenth (15th) Business Day (or such later date as may be determined by action of the Board of Directors prior to such the time as any Person becomes an Acquiring Person) after the date of the commencement on which a tender or exchange offer by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first commenced within the meaning of Rule 14d-2(a) of the first public announcement of the intention of Rules, if upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming be the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock Shares then outstanding (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Separation Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for 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 Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Separation Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Separation Date, at the address of such holder shown on the records of the Company, a one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a "Right Certificate")hereto, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. In the event that an adjustment in the number of Rights per Common Share 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 Separation Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or of the first public announcement of the intention of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming could become the Beneficial Owner of shares of Common Stock aggregating 15% or more of the shares of Common Stock of the Company then outstanding (including any such date which is after the earlier 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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company’s expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B 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) for each . 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(o) 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 heldthat 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.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date or (ii) 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 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 an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any entity holding securities of the first public announcement Company to the extent organized, appointed or established by the Company or any Subsidiary of the intention Company for or pursuant to the terms of any such Person (other than an Exempt Personemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock Voting Power aggregating 15% or more of the Common Stock then outstanding Voting Power (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall 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 certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will shall prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested, send) by first-first class, insured, postage-postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a the "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) 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 Certificates.

Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or of the first public announcement of the intention of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming be the Beneficial Owner of 10% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock aggregating 15% or more of the Common Stock Company then outstanding (including any such date which is after the earlier 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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company and for the Series A Preferred Stock, as applicable, registered in the names of the holders thereof of the Common Stock of the Company and the Series A Preferred Stock, as applicable (which certificates for Common Stock of the Company and Series A Preferred Stock shall be deemed also to be certificates for Rights), and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock of the Company and the underlying shares of Series A Preferred Stock, as applicable. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company and to each record holder of the Series A Preferred Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B hereto (a the "Right CertificateCertificates"), evidencing one Right (for each share of Common Stock of the Company and each share of Series A Preferred Stock so held, subject to adjustment as provided herein) for each . In the event that an adjustment in the number of Rights per share of Common Stock of the Company or Series A Preferred Stock has been made pursuant to Section 11(o) 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 heldthat 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.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth calendar day after the Stock Shares Acquisition Date (or, if the tenth calendar day after the Shares Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) or (ii) the Close of Business on the tenth Business Day calendar 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 of, or first public announcement of the intent of any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of the first public announcement any Subsidiary of the intention Company or any Person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of such Person (other than an Exempt Personplan) to commence, a tender or exchange offer the if, upon consummation of which thereof, such Person would result in any be an Acquiring Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), ) (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for the Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common Stock. As soon as practicable after receipt by the Rights Agent of written notice from the Company of the Distribution Date, the Company will prepare and executeRights Agent, at the Rights Agent will countersign and the Company Company's expense, will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Distribution Date (other than any an Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (for each share of the Common Stock so held, subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of the close of business on (i) the tenth business day after the Stock Acquisition Date (or, the Record Date, if the tenth business day after the Stock Acquisition Date occurs before the Record 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) business day after the date commencement of, or first public announcement of, the intent of the commencement by any Person (other than an Exempt Person) of, the Company or any of its subsidiaries or any employee benefit plan of the Company or of the first public announcement any subsidiary of the intention Company or any Person appointed as trustee by the Company or such subsidiary pursuant to the terms of any such Person (other than an Exempt plan in such Person's capacity as trustee) to commence, commence (which intention to commence remains in effect for five business days after such announcement) a tender or exchange offer the consummation of which would result in any such Person becoming an Acquiring Person (other than an Exempt Person) becoming including any such day which is after the Beneficial Owner date of shares of Common Stock aggregating 15% or more this Agree- ment and prior to the issuance of the Common Stock then outstanding (Rights, the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock of the Company registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection con- nection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-first- class, insured, postage-postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificatecertificate for Rights, in substantially the form of Exhibit B A hereto (a the "Right CertificateRights Certificates"), 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.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares 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 Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares Common Shares aggregating 20% or, in the case of Common Stock aggregating 15(i) a Grandfathered Stockholder other than a Second Tier Grandfathered Stockholder, 22.5%, or (ii) a Second Tier Grandfathered Stockholder, the greater of 20% or such percentage as is beneficially owned by each Existing Holder plus 0.25%, or more of the Common Stock then outstanding Common Shares (the earlier of such dates date being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth calendar day after the Stock Unit Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors General Partner 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 after the date of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the successful consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock Units aggregating 15% or more of the Common Stock then outstanding Common Units (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates certificates, or Book Entries, for Common Stock Units registered in the names of the holders thereof (which certificates or Book Entries in each case shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockUnits made in accordance with the Partnership Agreement. As soon as practicable after the Distribution Date, the Company Partnership will prepare and execute, the Rights Agent will countersign countersign, and the Company Partnership 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 Common Stock Units as of the close Close of business Business on the Distribution Date (other than any an Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the CompanyPartnership, a Right Certificatecertificate, in substantially the form of Exhibit B A hereto (a "“Right Certificate"”), evidencing one Right (for each Unit so held, subject to adjustment as provided for herein. If an adjustment in the number of Rights per Unit has been made pursuant to Section 11 hereof, then at the time of distribution of the Right Certificates, the Partnership shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) for each share hereof) so that Right Certificates representing only whole numbers of Common Stock so heldRights are distributed and cash is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and may be transferred solely by the transfer of the Right Certificates as permitted hereby, separately and apart from any transfer of one or more Units, and the holders of such Right Certificates as listed in the records of the Partnership or any transfer agent or registrar for the Rights shall be the record holders thereof.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day 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 of the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (including any such date that 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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. Notwithstanding anything stated in this Section 3, the Distribution Date shall in no event occur until the authority of the Board of Directors of the Company to redeem the Rights pursuant to Section 23(b), as such Section may be amended pursuant to Section 27, shall have terminated. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth Business Day 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 1520% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth (10th) calendar day after the Stock Acquisition Date Date, or (ii) the Close of Business on the tenth (10th) Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or of the first public announcement of the intention of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming could become the Beneficial Owner of 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock aggregating 15% or more of the Common Stock Company then outstanding (including any such date which is after the earlier 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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company’s expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B A 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) for each share of Common Stock so held. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day after the Stock Share Acquisition Date or (ii) the Close of Business on the tenth Business Day business day (or such later date day 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, that a tender or exchange offer the consummation of which would result in by any Person (other than an Exempt Personis first published, sent or given within the meaning of Rule 14d-2(a) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding General Rules and Regulations under the Exchange Act if, upon consummation thereof, such Person would be an Acquiring Person (the earlier of such dates being herein referred to as the "Distribution Date"dates, provided, however, that if either of including any such dates occurs date which is after the date of this Agreement and on or prior to the Record issuance of the Rights, being herein referred to as the “Distribution Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock Shares, and the certificates for Class B Shares, registered in the names of the holders thereof (which certificates shall also be deemed to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common StockShares or Class B Shares, as the case may be. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate Date, and each record holder of an Acquiring Person)Class B Shares as of the Close of Business on the Distribution Date, at the address of such holder BACK shown on the records of the Company, a one or more Right Certificatecertificates, in substantially the form of Exhibit B hereto (a "the “Right Certificate"Certificates”), evidencing one Right (for each Common Share, and one Right for each Class B Share, so held, subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth 10th day after the Stock Shares Acquisition Date or (ii) the tenth 10th Business Day (or such later date as may be determined by action of the Board of Directors 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 an Exempt Person) ofthe Corporation, any Subsidiary of the Corporation, any employee benefit plan of the Corporation or of the first public announcement any Subsidiary of the intention Corporation or any entity (including any trustee) holding Common Shares of the Corporation for or pursuant to the terms of any such Person (other than an Exempt Personplan) to commence, of a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares Common Shares of Common Stock the Corporation aggregating 15% or more of the Common Stock then outstanding Common Shares of the Corporation (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates (or book-entry credits) for Common Stock Shares of the Corporation registered in the names of the holders thereof (which certificates or book-entry credits shall also be deemed to be Right Certificates) and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares of the Corporation. As soon as practicable after the Distribution Date, the Company Corporation will prepare and execute, the Rights Agent will countersign countersign, and the Company Corporation 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 Common Stock Shares of the Corporation as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCorporation, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one 1 Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or of the first public announcement of the intention of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming could become the Beneficial Owner of 10% (or in the case of a Grandfathered Person, the Grandfathered Percentage then applicable to such Grandfathered Person) or more of the shares of Common Stock aggregating 15% or more of the Common Stock Company then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit 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) for each . 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(o) 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 heldthat 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.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares 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 Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity 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 such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock Shares aggregating 1520% or more of the Common Stock then outstanding (Common Shares; the earlier of such dates being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), ” (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B A hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of 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 before 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.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day Business Day after the Stock Acquisition Date or (ii) 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 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 an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any entity holding securities of the first public announcement Company to the extent organized, appointed or established by the Company or any Subsidiary of the intention Company for or pursuant to the terms of any such Person (other than an Exempt Personemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock Voting Power aggregating 15% or more of the Common Stock then outstanding Voting Power (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall 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 certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock, as more fully set forth below. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will shall prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a the "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) 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 Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the day (or such later date as may be determined by action of the Board of Directors, upon approval by a majority of the Directors) 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) day after the date of the commencement by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (other than an Exempt Person) becoming including any such date which is after the Beneficial Owner date of shares of Common Stock aggregating 15% or more this Rights Agreement and prior to the issuance of the Common Stock then outstanding (Rights; the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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, Certificates and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. References in this Agreement to certificates for common shares shall include certificates for common shares as well as book-entry notations of ownership in the record book of the Company's transfer agent whether or not represented by certificates.

Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or Date, (ii) 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 Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or of the first public announcement of the intention of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming be the Beneficial Owner of shares of Common Stock aggregating 15% or more of the shares of Common Stock of the Company then outstanding or (iii) the determination by the Board of Directors of the Company, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially 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) for each . 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(o) 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 heldthat 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.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares a number of Common Stock aggregating 15Shares equal to 19% or more of the number of Common Stock Shares then outstanding (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of the Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock Shares as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day 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 Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (other than an Exempt Person) becoming including any such date which is after the Beneficial Owner date of shares of Common Stock aggregating 15% or more this Agreement and prior to the issuance of the Common Stock then outstanding (Rights, the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares 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 Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereofhereto) by the certificates for Common Stock Shares registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), evidencing one Right (subject to adjustment as provided hereinadjustment) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or of the first public announcement of the intention of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming could become the Beneficial Owner of 20% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the shares of Common Stock aggregating 15% or more of the Common Stock Company then outstanding (including any such date which is after the earlier 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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company’s expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B 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) for each . 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(o) 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 heldthat 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.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or such later date as may be determined by action of the Board of Directors 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares Common Shares of Common Stock the Company aggregating 15% or more of the Common Stock then outstanding Common Shares of the Company (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 DateDISTRIBUTION DATE", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares or Class A Common Shares of 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 Rights (and any right to receive Right Certificates) will be transferable only in connection with the transfer of Common StockShares or Class A Common Shares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock Shares or Class A Common Shares of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Affiliate or Associate or Affiliate of an any Acquiring Person), at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit EXHIBIT B hereto (a "Right CertificateRIGHT CERTIFICATE"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share or Class A Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares 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 Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15more than 10% or more of the Common Stock then outstanding Common Shares (the earlier of such dates date being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of tenth (i10th) the tenth day after the Stock Shares Acquisition Date or (ii) the tenth Business Day (or including any 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) Shares Acquisition Date that is after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date execution of this Agreement and on or prior to the Record issuance of the Rights, the “Distribution Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock Shares of the Company (or by Book Entry Common Shares of 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 CertificatesCertificates or book entry, and (y) the Rights Right Certificates and the right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, and upon written request of the Company, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information and documents at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock Shares of the Company as of the close Close of business Business on the Distribution Date (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 Company or the transfer agent or registrar for the Common Shares of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (for each Common Share so held, subject to adjustment as provided herein) for each share ; provided, however, that notwithstanding anything to the contrary herein, the Company may choose to use book entry in lieu of Common Stock so heldphysical certificates, in which case “Right Certificates” shall be deemed to mean the uncertificated book entry representing the related 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, the Redemption Date and/or the Expiration 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 written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that none of the Distribution Date, the Redemption Date or the Expiration Date has occurred. For the avoidance of doubt, nothing in this Agreement shall obligate the Company to issue certificates in respect of any Common Shares of the Company.

Issue of Right Certificates. (a) Until the Close of Business on the earlier earliest of (i) the close of business on the tenth day after the Stock Acquisition Date (or, if the tenth business day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date); or (ii) the close of business on the tenth Business Day after the date of the commencement of a tender or exchange offer by any Person if, upon consummation thereof, such Person would be an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; or (iii) the tenth day (or such later date day as may be determined by action of the Board of Directors of the Bank prior to such time as any Person person becomes an Acquiring Person) after the date of the commencement filing by any Person (other than an Exempt Personthe Bank) ofof a registration statement under the Securities Act of 1933, or of the first public announcement of the intention of such Person (other than an Exempt Person) as amended, with respect to commence, a tender or contemplated exchange offer to acquire (when added to any shares as to which such person is the consummation beneficial owner immediately prior to such filing) beneficial ownership of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 1510% or more of the issued and outstanding shares of Common Stock then outstanding (Stock; the earlier earliest of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Bank has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyBank, a Right Certificateone or more right certificates, in substantially the form of Exhibit B hereto (a the "Right CertificateCertificates"), evidencing one Right (subject to adjustment as provided herein) 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 Bank shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that the 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.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, requested and at the expense of the Company send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding an Acquiring Person (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof (which certificates for Common Stock shall also be deemed (other than for purposes of this Section 3 and any provision of this Agreement referring to the issuance of Rights Certificates) to be Right Certificates (as such term is hereinafter defined)) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, subject to Section 11(a)(ii) hereof, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close Close of business Business on the Distribution Date (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 Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right CertificatesCertificates and may be transferred only by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.

Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier EARLIER of (i) the close of business on the tenth day Business Day after the Stock Acquisition Date Date, or (ii) the close of business on the tenth Business Day (or such later date other Business Day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personmay determine in its sole discretion) after the date of the commencement by any Person (Person, other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial beneficial Owner of shares of Common Stock aggregating 1510% or more of the shares of Common Stock then outstanding outstanding, (the earlier earliest of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3 (b) hereof) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense, send) send by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of Exhibit B A hereto (a the "Right CertificateCertificates"), 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(o) hereof, the Company shall 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 be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day Business Day after the Stock Shares Acquisition Date Date, or (ii) 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 the commencement of, or first public announcement of the intent to commence, a tender or exchange offer by any Person (other than an Exempt Person) ofif upon consummation thereof, or of the first public announcement of the intention of any such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which Person would result in any Person (other than an Exempt Person) becoming be the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock Shares then outstanding (the earlier of such dates dates, including any such date which is after the date of this Agreement and prior to the issuance of the Rights, being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), ): (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Common Stock Shares registered in the names of the holders thereof (which certificates for Common Shares shall be deemed also to be Right Certificates) and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying Common StockShares (including a transfer to the Corporation). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-postage prepaid mail, or, if requested by or on behalf of a holder, shall otherwise deliver, to each record holder of Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the CompanyCorporation, a one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a the "Right CertificateCertificates"), evidencing one Right (for each Common Share so held, subject to adjustment. In the event that an adjustment as provided hereinin the number of Rights per Common Share has been made pursuant to Section 11(p) for each share hereof, at the time of Common Stock distribution the Corporation shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so heldthat Right Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", providedPROVIDED, howeverHOWEVER, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, requested and at the expense of the Company send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the earlier of the --------------------------- Close of Business on the earlier of (i) the tenth day Business Day after the Stock Acquisition Date - Time, or (ii) the tenth Business Day (Day, or such specified or unspecified later -- date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) of the Company, after the date of the commencement of (as determined by reference to Rule 14d- 2(a), as in effect under the Exchange Act on the Record Date), or first public announcement of the intent of any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company or such Subsidiary as a fiduciary pursuant to the terms of the first public announcement of the intention of any such Person (other than an Exempt Personemployee benefit plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person (other than for an Exempt Person) becoming the Beneficial Owner of shares amount of Common Stock aggregating of the Company which, together with the shares of such stock already owned by such Person, constitutes 15% or more of the outstanding Common Stock then outstanding of the Company (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced - (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for shares of Common Stock registered in the names of the holders thereof of Common Stock (which certificates for Com mon Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificates, and (y) the Rights - right to receive Right Certificates will be transferable only in connection with the transfer of Common the underlying Com mon Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-first class, insured, postage-postage- prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially 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 , subject to adjustment as provided herein and to the provisions of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.Section 14(a) here-

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the close of business on the tenth day Business Day after the Stock Shares Acquisition Date or and (ii) the later of (A) 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 the commencement that a tender or exchange offer or intention to commence a tender or exchange offer by any Person (other than an Exempt Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any Person holding Common Shares for or pursuant to the terms of any such plan in a fiduciary capacity) ofis first published, announced, sent, or given within the meaning of Rule 14d-4(A) of the first public announcement General Rules and Regulations under the Exchange Act, the consummation of which tender or exchange offer would result in any Person becoming the Beneficial Owner of Common Shares aggregating 20% or more of the intention of then outstanding Common Shares, or (B) if such Person (other than an Exempt Person) to commence, a tender or exchange offer has been published, announced, sent, or given before the consummation date this Rights Agreement was entered into, then the close of which would result in business on the tenth Business Day after the date this Rights Agreement was entered into (or such later date as may be determined by action of the Board of Directors prior to such time as any Person (other than becomes an Exempt Acquiring Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (; the earlier of such dates referred to in (i) and (ii) of this subsection (a), which date may include any such date which is after the date of this Agreement but prior to the issuance of the Rights, being herein referred to as the "“Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 Rights will be transferable only in connection with the transfer of Common StockShares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock Shares as of the close of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a one or more Right CertificateCertificates, in substantially the form of Exhibit B hereto (a "“Right Certificate"”), evidencing one Right (for each Common Share so held, 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.

Issue of Right Certificates. (a) Until From the Close of Business on date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date or Date, (ii) the Close of Business on the tenth Business Day (or such later date calendar day, if any, as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personof the Company may determine in its sole discretion) after the date of the commencement a tender or exchange offer by any Person (Person, other than an Exempt Person, is first published or sent or given within the meaning of Rule 14d-4(a) ofof the Exchange Act, or of the first public announcement of the intention of any successor rule, if, upon consummation thereof, such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming be the Beneficial Owner of shares of Common Stock aggregating 15% or more of the shares of Common Stock of the Company then outstanding or (iii) the determination by the Board of Directors of the Company, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common StockStock of the Company. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedat the Company's expense send, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock of the Company as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially 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) for each . 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(o) 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 heldthat 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.

Issue of Right Certificates. (a) 3.1 Until the Close of Business on the earlier of tenth (i10th) the tenth day Business Day after the Stock Acquisition Date or (ii) or, in the tenth Business Day (or such later date as may be determined by action of event the Board of Directors prior determines on or before the tenth (10th) Business Day to such time as effect an exchange in accordance with Section 24 and determines in accordance with Section 24.6 that a later date is advisable, then the later date determined by the Board (including any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs is after the date of this Agreement and on or prior to the issuance of the Rights; the date being herein referred to as the “Distribution Date,” provided, however, that the Distribution Date shall in no event be prior to the Record Date; provided, then further, that the Board of Directors may determine to delay the occurrence of the Distribution Date shall be until the Record DateBoard of Directors determines based on the advice of counsel that the exercise or exercisability of the Right would not result in the Company failing to qualify as a REIT), (x) the Rights will be evidenced represented (subject to the provisions of Section 3(b) hereof3.2) by the certificates for Common Stock Shares (or by Book Entry Common 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 Rights Certificates and the right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, and, at the request of the Company, the Rights Agent will countersign countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requestedso requested and provided with all necessary information and documents, will, at the expense of the Company, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such each record holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate")A hereto, evidencing representing one Right (for each Common Share so held, subject to adjustment as provided herein; provided, however, that notwithstanding anything to the contrary herein, the Company may choose to use book entry in lieu of physical certificates, in which case “Rights Certificates” shall be deemed to mean the uncertificated book entry representing the related Rights. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11.9 hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14.1 hereof) for each share so that Rights Certificates representing only whole numbers of Common Stock so heldRights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced represented solely by such the Right Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until the written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (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", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will notify the Rights Agent in writing that the Distribution Date has occurred and the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 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 an Exempt Person) of, or of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially the form of Exhibit B A hereto (a "“Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of Distribution Date, (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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for representing Common Stock Shares registered in the names of the record holders thereof and not by separate (which certificates representing Common Shares will also be deemed to be Right Certificates), and (yii) the Rights will be transferable only in connection with the transfer of the underlying Common StockShares, and (iii) the surrender for transfer of any certificates evidencing Common Shares in respect of which Rights have been issued will also constitute the transfer of the Rights associated with the Common Shares evidenced by such certificates. As soon On or as promptly as practicable after the Distribution Record Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-first class, insured, postage-postage prepaid mail, to each record holder of Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Record Date, at the address of such holder shown on the records of the CompanyCompany as of such date, a Right Certificate, copy of a Summary of Rights to Purchase Preferred Stock in substantially the form attached as EXHIBIT C. (b) Rights will be issued by the Company in respect of Exhibit B hereto all Common Shares (a "Right Certificate"), evidencing one Right other than Common Shares issued upon the exercise or exchange of any Right) issued or delivered by the Company (subject whether originally issued or delivered from the Company’s treasury) after the Record Date but prior to adjustment as provided herein) for each share of Common Stock so held. As the earlier of the Distribution Date and the Expiration Date. Certificates evidencing such Common Shares will have stamped on, impressed on, printed on, written on, or otherwise affixed to them the following legend or such similar legend as the Company may deem appropriate and as is not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the Common Shares may from time to time be listed or quoted, or to conform to usage: This Certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Brush Engineered Materials Inc. and National City Bank, N.A., dated as of May 10, 2000 (the “RIGHTS AGREEMENT”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Brush Engineered Materials Inc. The Rights will are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced solely by separate certificates and no longer be evidenced by this Certificate. Brush Engineered Materials Inc. will mail to the holder of this Certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such Right Certificatesterms are defined in the Rights Agreement) may become null and void.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth day after the Stock Shares 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 Personthe Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of such any Person (other than an Exempt Personany of the Persons referred to in the preceding parenthetical) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock Shares aggregating 15% or more of the Common Stock then outstanding Common Shares or, in the case of the Grandfathered Shareholders, becoming the Beneficial Owner of an aggregate number of then outstanding Common Shares which would exceed the applicable Grandfathered Limit (the earlier of such dates date being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for 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 Rights right to receive Right Certificates will be transferable only in connection with the transfer of Common StockShares. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign countersign, and the 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 Common Stock Shares as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificate, in substantially the form of Exhibit B hereto (a "Right Certificate"), Certificate evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the Close of Business on the tenth day Business Day after the Stock Acquisition Date or (ii) 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 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 to acquire Corporation Securities by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any entity holding securities of the first public announcement Company to the extent organized, appointed or established by the Company or any Subsidiary of the intention Company for or pursuant to the terms of any such Person (other than an Exempt Personemployee benefit plan or compensation arrangement) to commenceis first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a without the Prior Written Approval of the Company, which tender or exchange offer the consummation of which to acquire Corporation Securities would result in any Person becoming an Acquiring Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of including any such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs date which is after the date of this Rights Agreement and on or prior to the Record issuance of the Rights) (the earlier of the dates referred to in clauses (i) or (ii), the “Distribution Date, then ”) without giving effect to restrictions set forth in the Distribution Date shall be the Record Date)Articles of Incorporation, (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock, or by a current ownership statement issued with respect to uncertificated shares of Common Stock in lieu of such a certificate (an “Ownership Statement”) (which certificates for Common Stock or Ownership Statements shall be deemed also to be Right Certificates) and not by separate Right Certificates, as more fully set forth below, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock, as more fully set forth below. As soon as practicable after the Company has (A) notified the Rights Agent in writing of the occurrence of the Distribution Date, (B) provided the Rights Agent with written instructions, and (C) provided or caused the Rights Agent to be provided with all other information (including mailing information) which the Rights Agent may reasonably request, the Company will shall prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willshall countersign and send, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateright certificate, in substantially the form of Exhibit B hereto (a "the “Right Certificate"”), evidencing one Right (subject to adjustment as provided herein) 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 Certificates. Until the Rights Agent receives written notice of the Distribution Date from the Company, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth Close of Business on the 10th calendar day after the Stock Share Acquisition Date or Date, (ii) the tenth Close of Business on the 10th Business Day (or such later date as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes shall become an Acquiring Person) after the date of (x) the commencement commencement, by any Person (Person, other than an Exempt Person) , of, or of (y) the first public announcement of the intention of such any Person (other than an Exempt Person) to commence, a tender or exchange offer if, upon consummation thereof, such Person would be an Acquiring Person, including any such date which is after the consummation date of which would result in any Person (other than an Exempt Person) becoming this Agreement and prior to the Beneficial Owner of shares of Common Stock aggregating 15% or more issuance of the Common Stock then outstanding Rights (the earlier earliest of such dates being herein referred to as the "Distribution Date", provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for the Common Stock registered in the names of the holders thereof of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificatescertificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock. The Board of Directors of the Company may defer the date set forth in clause (ii) in the preceding sentence to a specified later date or to an unspecified later date to be determined, with the concurrence of a majority of the Disinterested Directors, by action of the Directors of the Company. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent willsend, if requested, send) by first-class, insured, postage-postage prepaid mail, to each record holder of the Common Stock as of the close Close of business Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person)Date, at the address of such holder shown on the records of the Company, a Right Certificateone or more certificates, in substantially the form of attached hereto as Exhibit B hereto A (a the "Right CertificateCertificates"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Close of Business on the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "Distribution Date", ; provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(bSECTION 3(B) hereof) by the certificates for Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the 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 Common Stock as of the close of business on the Distribution Date (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 Company, a Right Certificate, in substantially the form of Exhibit 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the Close of Business on the earlier of (i) the tenth (10th) day after the Stock Acquisition Date or (ii) the tenth (10th) 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 of the first public announcement of the intention of such Person (other than an Exempt Person) to commence, a tender or exchange offer the consummation of which would result in any Person (other than an Exempt Person) becoming the Beneficial Owner of shares of Common Stock aggregating 15% twenty percent (20%) or more of the Common Stock then outstanding (the earlier of such dates being herein referred to as the "“Distribution Date"”, provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the other provisions of this Section 3(b) hereof3) by the certificates for Common Stock registered in the names of the holders thereof and together with a copy of the Summary of Rights (as defined in Section 3(b) below) attached thereto, not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (and the Rights Agent will, if requestedrequested and provided with all necessary information, send) by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the close Close of business Business on the Distribution Date (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 Company, a Right Certificate, in substantially 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 the Distribution Date, the Rights will be evidenced solely by such Right Certificates.