Common use of Issue of Right Certificates Clause in Contracts

Issue of Right Certificates. (a) Until 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 becoming the Beneficial Owner of (1) shares of Company Common Stock 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"); (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, 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 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-1 hereto (a "Class A Right

Issue of Right Certificates. (a) Until the earlier of the --------------------------- Close of Business on (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 for an amount of Common Stock of the consummation of which would result in any Person becoming Company which, together with the Beneficial Owner of (1) shares of Company Common Stock representingsuch stock already owned by such Person, in the aggregate, constitutes 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 outstanding 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 Company (including any such date which is after the date of votes entitled this Agreement and prior 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 issuance 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 outstandingRights) (the earlier of such dates described in clauses (i) and (ii) above being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced - (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company shares of Common Stock registered in the names of the holders 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"which certificates for Com mon Stock shall be deemed also to be certificates for Rights) 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 Company 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, (A) 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 Class A Right Certificate, in substantially the form of Exhibit B-1 B hereto (a "Class A RightRight Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein and to the provisions of Section 14(a) here-

Issue of Right Certificates. (a) Until the earlier close of business on the day which is the earliest of (i) the tenth day Business Day after the Stock Shares Acquisition Date or Date, (ii) the tenth Business Day (or such later date as may be determined by action a majority of the Board of Continuing Directors prior to such time as any Person becomes an Acquiring Person) after may fix following the date commencement, or the first public announcement of the commencement intent to commence, by any Person (other than an Exempt Person) ofthe Company, any Subsidiary of the Company, or any employee benefit plan of the first public announcement Company or of any Subsidiary of the intention Company or any Person or any entity organized, appointed or established by the Company for or pursuant to the terms of any such Person (other than an Exempt Personplan) to commence, of a tender or exchange offer upon the successful consummation of which such Person, together with its Affiliates and Associates, would result in be an Acquiring Person (irrespective of whether any Person becoming shares are actually purchased pursuant to any such offer), or (iii) the Beneficial Owner tenth Business Day after the date the Board of (1) shares of Company Common Stock representing, in the aggregate, 15% or more Directors 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 determines that a Person is an Institutional Investor, shares Adverse Person pursuant to Section 11(a)(ii)(D) (including any such date which is after the date of Company Common Stock representing, in this Agreement and prior to the aggregate, 18.5% or more issuance of the total number of votes entitled to be cast generally (other than in an election of directors) by Rights; the holders of Company Common Stock then outstanding) or (2) 12.5% or more earliest of the shares of Class B Common Stock then outstanding dates in clauses (ori), if such Person is an Institutional Investor, 17.5% or more of the shares of Class B Common Stock then outstanding(ii) and (the earlier of such dates iii) hereof being herein referred to as the "Distribution Date"" and being subject to extension by a majority of the Continuing Directors pursuant to Section 26 hereof); , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company the Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate (an "Ownership Statement"which certificates shall be deemed also 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 Company the 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-class, insured, postage-postage prepaid mail, (A) 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 Class A Right Certificate, in substantially the form of Exhibit B-1 hereto (a "Class A Righthereto, evidencing one Right for each share of the 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 (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 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 for an amount of Common Stock of the consummation of which would result in any Person becoming Company which, together with the Beneficial Owner of (1) shares of Company Common Stock representingsuch stock already owned by such Person, in the aggregate, constitutes 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 outstanding 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 Company (including any such date which is after the date of votes entitled this Agreement and prior 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 issuance 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 outstandingRights) (the earlier of such dates described in clauses (i) and (ii) above being herein referred to as the "“Distribution Date"”); , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) or (c) of this Section 3(b) hereof3) by the certificates balances indicated in the book-entry account system of the transfer agent for Company the Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated of the Common Stock (which shares of Company Common Stock shall also be deemed to represent certificates for Rights) or, in lieu the case of such a certificate certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (an "Ownership Statement") and not by separate Right Certificates which certificates for Common Stock shall also be deemed to be certificates for Rights), and (y) the Rights right to receive Right Certificates will be transferable only in connection with the transfer of Company 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, (A) 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 Class A Right Certificate, in substantially the form of Exhibit B-1 B hereto (a "Class A Right“Right Certificate”), evidencing one Right 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 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) day after the date of commencement of, or first public announcement of the commencement by intent of any Person (other than an Exempt Person) ofthe Company, any wholly-owned 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 entity holding Common Shares for or pursuant to the terms of any such Person (other than an Exempt PersonPlan) to commence, a tender or exchange offer the consummation of which would result in any beneficial ownership by a Person becoming the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, 1530% or more of the total number of votes entitled the outstanding Common Shares (including any such date which is after the date of this Agreement and prior 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 issuance 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) (Rights; the earlier of such dates being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company Common Stock Shares registered in the names of the holders thereof, or by a current ownership statement issued with respect thereof (which certificates shall also be deemed to uncertificated shares of Company Common Stock in lieu of such a certificate (an "Ownership Statement"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 Company 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, (A) 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 Class A Right Certificate, in substantially the form of Exhibit B-1 B hereto (a "Class A RightRight Certificate"), evidencing one Right for each 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 (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 prior to such time as any Person becomes an Acquiring Personthe Shares Acquisition Date) after the date of the commencement of, or first public announcement of the intent to commence, 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 commencea Company Entity), a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, 15% or more of the total number of votes entitled to be cast generally (other than in a Company Entity) becoming an election Acquiring Person (including any such date that is after the date of directors) by this Agreement and prior to 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 issuance 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 outstandingRights) (the earlier of such the dates in subsections (i) and (ii) hereof being herein referred to as the "“Distribution Date"”); , (xA) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof)) by the certificates for Company the Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect thereof (which certificates shall be deemed also to uncertificated shares of Company Common Stock in lieu of such a certificate (an "Ownership Statement"be Right Certificates) and not by separate Right Certificates Certificates, and the record holders of Common Stock represented by such certificates shall be the record holders of the Rights represented thereby, and (yB) the Rights will be transferable only in connection with the transfer of Company the Common Stock. Prior to the Distribution Date, the interests of the holders of Rights shall be deemed coincident with the interests of the holders 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, (A) 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 Class A Right Certificate, in substantially the form of Exhibit B-1 B hereto (a "Class A Right“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 (i) the tenth business day after the Stock Acquisition Date 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 commencement of, or first public announcement of the commencement by intent of 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, a tender or exchange offer the consummation of which would result in any such Person becoming the Beneficial Owner of (1) shares of Company Common Stock 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 Acquiring 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 days being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Company the Common Stock of the Company registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate (an "Ownership Statement"which certificates for Common Stock shall be deemed also 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 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 willsend, if requested, send) by first-class, insured, postage-postage prepaid mail, (A) at the expense of the Company, 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 Class A Right Certificate, in substantially the form of Exhibit B-1 hereto (a "Class A Righthereto, evidencing one Right for each 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 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 becoming the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, 15Shares aggregating 20% 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) Shares (the earlier of such dates being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced attached to (subject to the provisions of Section 3(b) hereof) the Common Shares (whether in book-entry, uncertificated or certificated form) issued and outstanding and the Rights will be owned by the certificates for Company Common Stock registered in the names holders of the holders 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") Shares and will not be evidenced by separate Right Certificates Certificates, and (y) any transfer of Common Shares (or any interest therein, including the creation of a security interest) will also effect a transfer of the associated Rights (or the equivalent interest therein) and neither the Rights will nor any interest therein may be transferable only in connection with the transferred otherwise than by transfer of Company the associated Common StockShares (or the equivalent interest therein). 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, (A) 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 Class A Right Certificate, in substantially the form of Exhibit B-1 A hereto (a "Class A RightRight Certificate"), evidencing one Right for each Common Share so held, subject, in the case of Common Shares held in uncertificated form on the Distribution Date, to the rights provided by law to a registered pledgee whose security interest has been duly registered with the Company. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until 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 Personof the Company) after the date commencement of the commencement a tender or exchange offer by any Person (other than an the Company, any Related Person or any Exempt Person) of), or of if upon the first public announcement of the intention of 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 becoming be the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, 154.99% 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 then-outstanding 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"”); , (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, 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") thereof 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, insuredclass mail, postage-prepaid mailprepaid, (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-1 B hereto (a "Class A Right“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 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 becoming could become the Beneficial Owner of 20% (1) shares of Company Common Stock representing, or in the aggregatecase of a Grandfathered Person, 15% or more of the total number of votes entitled Grandfathered Percentage applicable to be cast generally (other than in an election of directorssuch Grandfathered Person) 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 of the Company then outstanding (or, if including any such Person date which is an Institutional Investor, 17.5% or more after the date of this Agreement and prior to the issuance of the shares of Class B Common Stock then outstandingRights) (the earlier earliest of such dates being herein referred to as the "“Distribution Date"”); , (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Company the Common Stock of the Company registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate the Company (an "Ownership Statement"which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of Company 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, (A) 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 Class A Right Certificateone or more certificates, in substantially the form of Exhibit B-1 B hereto (a "Class A Rightthe “Right Certificates”), evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(o) hereof, the Company may make the necessary and appropriate rounding adjustments (in accordance with

Issue of Right Certificates. (a) Until 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 such later date as the Board of Directors shall determine), 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) 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 published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement of General Rules and Regulations under the intention of Exchange Act, 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 becoming be the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, 1520% 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 Shares 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 (i) and (ii) being herein referred to as the "Distribution Date"); (x) , the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company Common Stock Shares registered in the names of the record holders thereof, or by a current ownership statement issued with respect thereof (which certificates for Common Shares shall also be deemed to uncertificated shares of Company Common Stock in lieu of such a certificate (an "Ownership Statement"be Right Certificates) and not by separate Right Certificates, and the right to receive Right Certificates and (y) the Rights will be transferable only in connection with the transfer of Common Shares in the stock transfer books of the Company Common Stockmaintained 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 mailmail (or such other method as the Company shall deem appropriate), (A) 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 Class A Right Certificate, in substantially the form of Exhibit B-1 hereto A hereto, evidencing one Right for each Common Share so held, subject to adjustment, together with a notice setting forth the Purchase Price (a "Class A Rightas defined in Section 4 hereof) as 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 which are 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

Issue of Right Certificates. (a) Until the earlier of (i) the tenth 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 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 beneficial ownership by a Person, together with its Affiliates and Associates (other than the Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any Person becoming holding Common Shares for or pursuant to the Beneficial Owner terms of (1any such plan) shares of Company Common Stock representing, in the aggregate, 15% or more (20% or more in the case of the total number Bass Investors) of votes entitled to be cast generally (other than in an election of directors) by the holders of Company Common Stock Shares then outstanding (or, if including any such Person date that is an Institutional Investor, shares after the date of Company Common Stock representing, in this Agreement and prior to the aggregate, 18.5% or more issuance 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) (Rights; the earlier of such the dates in subsections (i) and (ii) hereof being herein referred to as the "Distribution Date"); (x) , the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company Common Stock Shares registered in the names of the holders thereof, or by a current ownership statement issued with respect of the Common Shares (which certificates for the Common Shares shall also be deemed to uncertificated shares of Company Common Stock in lieu of such a certificate (an "Ownership Statement"be Right Certificates) and not by separate Right Certificates, and the right to receive Right Certificates and (y) the Rights will be transferable only in connection with the transfer of Company 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-postage prepaid mail, (A) 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 Class A Right Certificate, in substantially the form of Exhibit B-1 hereto (a "Class A Righthereto, evidencing one Right for each Common Share so held. As of the Distribution Date, the Rights will be evidenced solely by the Right Certificates.

Issue of Right Certificates. (a) Until 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 becoming is first published, sent or given within the Beneficial Owner meaning of (1Rule 14d-2(a) shares of Company Common Stock 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 General Rules and Regulations under the holders of Company Common Stock then outstanding (orExchange Act if, if upon consummation thereof, such Person is would be 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 Acquiring Person is an Institutional Investor, 17.5% or more of the shares of Class B Common Stock then outstanding) (the earlier of such dates dates, including any such BACK 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"”); , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company Common Stock Shares registered in the names of the holders thereof, or by a current ownership statement issued with respect thereof (which certificates shall also be deemed to uncertificated shares of Company Common Stock in lieu of such a certificate (an "Ownership Statement"be certificates for Rights) and not by separate Right Certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of Company 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-postage prepaid mail, (A) 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 Class A one or more Right Certificatecertificates, in substantially the form of Exhibit B-1 B hereto (a "Class A Rightthe “Right Certificates”), evidencing one Right for each Common Share 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 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 date, if any, as may be determined designated by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of following the commencement by any Person (other than an Exempt Person) of, or of the first public announcement disclosure of the intention of such Person (other than an Exempt Person) intent to commence, a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit or compensation plan of the Company or of any Subsidiary of the Company, any Person holding Common Shares for or pursuant to the terms of any such plan, or prior to the Spinoff Date, any Lucent Entity) for outstanding Common Shares, if upon consummation of which such tender or exchange offer such Person would result in any Person becoming be the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, 1510% 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 outstanding 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) Shares (the earlier of such dates being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the Book-Entries, or certificates for Company for, Common Stock registered in the names name of the holders thereofof Common Stock (together with, in the case of Book-Entries representing, or by a current ownership statement issued with respect to uncertificated shares of Company the certificates for, Common Stock in lieu outstanding as of such a certificate (an "Ownership Statement"the Record Date, the Summary of Rights) and not by separate Right Book-Entries or Rights Certificates and the record holders of the Common Stock represented by such Book-Entries or certificates shall be the record holders of the Rights represented thereby, and (y) the Rights will be transferable only in connection with the transfer of Company 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, (A) to each record holder of Common Stock as of the close of business on Until the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Personor, if earlier, the Expiration Date), at the address of such holder shown transfer on the Company's stock ownership records of any Common Stock represented by a Book-Entry or the Companysurrender for transfer of any certificate for Common Stock shall constitute the surrender for transfer of the Right or Rights associated with the Company Stock evidenced thereby, 13 9 whether or not accompanied by a Class A Right Certificate, in substantially copy of the form Summary of Exhibit B-1 hereto (a "Class A RightRights.

Issue of Right Certificates. (a) Until 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 Excluded 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 Excluded Person) becoming the Beneficial Owner of (1) shares Common Shares of the Company Common Stock representing, in the aggregate, aggregating 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 Shares of the total number Company (including any such date which is after the date of votes entitled this Agreement and prior 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 issuance 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) (Rights; the earlier of such dates being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Common Shares of the Company Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect thereof (which certificates shall also be deemed to uncertificated shares of Company Common Stock in lieu of such a certificate (an "Ownership Statement"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 Company 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 requested, send) by first-class, insured, postage-prepaid mail, (A) 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)Date, 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-1 B hereto (a "Class A RightRight Certificate"), evidencing one Right for each 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 earlier of the Close of Business on (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 for an amount of Common Stock of the consummation of which would result in any Person becoming Company which, together with the Beneficial Owner of (1) shares of Company Common Stock representingsuch stock already beneficially owned by such Person, in the aggregate, constitutes 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 outstanding 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 Company (including any such date which is after the date of votes entitled this Agreement and prior 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 issuance 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 outstandingRights) (the earlier of such dates (i) and (ii) being herein referred to as the "“Distribution Date"”); , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof) 3, by the certificates certificates, or Book Entries, for Company shares of Common Stock of the Company registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company Common Stock in lieu of such a certificate the Company (an "Ownership Statement"which certificates or Book Entries shall be deemed also to be certificates for Rights) and not by separate Right Certificates Certificates, and (y) the Rights will be transferable only in connection with the transfer of Company 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-class, insured, postage-prepaid mail, (A) 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 Class A Right Certificate, in substantially the form of Exhibit B-1 B hereto (a "Class A Right“Right Certificate”), evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment and to the provisions of Section 14(a). 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 earlier of (i) the close of business on the tenth day (or such later date as may be determined by the Board) 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 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 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 organized, appointed or established by the Company holding Common Shares for or pursuant to the terms of any such plan) to commence, within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, a tender or exchange offer the consummation of which would result in any beneficial ownership by a Person becoming the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, Shares representing 15% or more of the total number Voting Rights of votes entitled to be cast generally (other than in an election of directors) by all the holders of Company outstanding 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) Shares (the earlier earliest of such dates being herein referred to as the "Distribution Date"); , (x) the GGD Stock Rights, GTR Stock Rights, GMO Stock Rights and GSP Stock Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Company Common GGD Stock, GTR Stock, GMO Stock and GSP Stock, respectively, registered in the names of the holders thereofthereof (which certificates for GGD Stock, or by a current ownership statement issued with respect GTR Stock, GMO Stock and GSP Stock shall also be deemed to uncertificated shares of Company Common be certificates for GGD Stock in lieu of such a certificate (an "Ownership Statement"Rights, GTR Stock Rights, GMO Stock Rights and GSP Stock Rights, respectively) 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 Company 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, (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-1 hereto (a "Class A RightAgent

Issue of Right Certificates. (a) Until From the date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date 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 of the Company may determine in its sole discretion prior to such the time as at which any Person becomes an Acquiring Person) after the date of the commencement on which a tender or exchange offer by any Person (Person, other than an Exempt Person, is commenced within the meaning of Rule 14d-2(a) ofof the Exchange Act, or of any successor rule, or, if earlier, after the first public announcement of the intention of such Person (by any Person, other than an Exempt Person) , to commence, commence a tender or exchange offer (whether by means of a pre-commencement communication within the meaning of Rule 14d-2(b) of the Exchange Act, or any successor rule, or otherwise) if, upon consummation of which would result in any thereof, such Person becoming could become the Beneficial Owner of 15% (1) shares of Company Common Stock representing, or in the aggregatecase of a Grandfathered Person, 15% or more of the total number of votes entitled Grandfathered Percentage applicable to be cast generally (other than in an election of directorssuch Grandfathered Person) 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 of the Company then outstanding (or, if including any such Person date which is an Institutional Investor, 17.5% or more after the date of this Agreement and prior to the issuance of the shares of Class B Common Stock then outstandingRights) (the earlier earliest of such dates being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Company the Common Stock of the Company registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate the Company (an "Ownership Statement"which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of Company 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, (A) 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 Class A Right Certificateone or more certificates, in substantially the form of Exhibit B-1 B attached hereto (a the --------- "Class A RightRight Certificates"), evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(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 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 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 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 becoming the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, aggregating 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 including any such Person date which is an Institutional Investor, shares after the date of Company Common Stock representing, in this Agreement and prior to the aggregate, 18.5% or more issuance 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) (Rights; the earlier of such dates being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Company Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect thereof (which certificates shall also be deemed to uncertificated shares of Company Common Stock in lieu of such a certificate (an "Ownership Statement"be Right Certificates) 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 countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first-class, insured, postage-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)Date, 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-1 B hereto (a "Class A Righta

Issue of Right Certificates. (a) 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 as may be determined by action of the Board of Directors prior to shall determine, provided that if such time as any Person becomes determination occurs on or after the date of an Acquiring PersonAdverse Change in Control, then such date may be extended only if there are at least two Continuing Directors in office and such extension is authorized by a majority of such Continuing Directors) 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 becoming the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, 15% or more of the total number outstanding shares 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 including any such Person date that is an Institutional Investor, shares after the date of Company Common Stock representing, in this Agreement and prior to the aggregate, 18.5% or more issuance 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 outstandingRights) (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company shares of Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect thereof (which certificates shall also be deemed to uncertificated shares of Company Common Stock in lieu of such a certificate (an "Ownership Statement"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 Company shares of Common Stock. The Company shall give the Rights Agent written notice of the Distribution Date as promptly as practicable thereafter. As soon as practicable after the Distribution Date, 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 willsend, if requested, send) by first-first class, insured, postage-prepaid mail, (A) to each record holder of shares of Common Stock as of the close Close of business Business on the Distribution Date or, with respect to shares of Common Stock 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 shares of Common Stock on the date of issuance, 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-1 hereto B, evidencing one Right for each share of Common Stock so held, subject to adjustments 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) hereof, at the time of distribution of the Right Certificate, the Company may make the necessary and appropriate rounding adjustments (a "Class A Rightin 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 From the 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 becoming could become the Beneficial Owner of 15% (1) shares of Company Common Stock representing, or in the aggregatecase of a Grandfathered Person, 15% or more of the total number of votes entitled Grandfathered Percentage applicable to be cast generally (other than in an election of directorssuch Grandfathered Person) 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 of the Company then outstanding (or, if including any such Person date which is an Institutional Investor, 17.5% or more after the date of this Agreement and prior to the issuance of the shares of Class B Common Stock then outstandingRights) (the earlier earliest of such dates being herein referred to as the "“Distribution Date"”); , (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Company the Common Stock of the Company registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate the Company (an "Ownership Statement"which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of Company 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, (A) 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 Class A Right Certificateone or more certificates, in substantially the form of Exhibit B-1 B hereto (a "Class A Rightthe “Right Certificates”), evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(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 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 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 (including any such date which is after the Beneficial Owner date of (1) shares of Company Common Stock representing, in this Rights Agreement and prior to the aggregate, 15% or more issuance 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 outstandingRights) (the earlier of such the dates being herein referred to as in clauses (i) or (ii), the "“Distribution Date"); ”) without giving effect to restrictions set forth in the 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 Company the Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate (an "Ownership Statement"which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates 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 Company 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, (A) 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 Class A Right Certificateright certificate, in substantially the form of Exhibit B-1 B hereto (a "Class A Rightthe “Right Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right 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 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 becoming the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, 15Voting Power aggregating 20% or more of the total number outstanding Voting Power (including any such date which is after the date of votes entitled this Rights Agreement and prior 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 issuance 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) (Rights; the earlier of such dates being herein referred to as the "Distribution Date"); , (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company the Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate (an "Ownership Statement"which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates 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 Company the underlying shares of Common Stock, as more fully set forth below. As soon as practicable after the Distribution Date, the Company will prepare and execute, has notified 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 occurrence of business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at and provided the address of such holder shown on the records of the Company, a Class A Right Certificate, in substantially the form of Exhibit B-1 hereto (a "Class A RightRights

Issue of Right Certificates. (a) Until the earlier of (iv) the close of business on the tenth day Business Day after the Stock Acquisition Date or (iivi) 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 becoming the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, Voting Power aggregating 15% or more of the total number outstanding Voting Power (including any such date which is after the date of votes entitled this Rights Agreement and prior 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 issuance 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) (Rights; the earlier of such dates being herein referred to as the "Distribution Date"); , (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company the Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate (an "Ownership Statement"which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates 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 Company 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, (A) 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 Class A Right Certificateright certificate, in substantially the form of Exhibit B-1 B hereto (a the "Class A RightRight Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the earlier of the Close of Business on (i) the tenth day Business Day after the date on which the Stock Acquisition Date or Time occurs, (ii) the tenth Business Day after the earlier of the commencement (or such later date as may be determined by action of reference to Rule 14d-2(a), as now in effect under the Board of Directors prior to such time as any Person becomes an Acquiring PersonExchange Act) after of, or the date of public announcement of the commencement by intent of any Person (other than an Exempt Person) ofthe Company, any wholly-owned Subsidiary of the Company, or any employee benefit plan of the first public announcement Company or of any Subsidiary of the intention Company or any Person appointed or established by the Company or such Subsidiary pursuant to the terms 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 for an amount of Common Stock of the consummation of which would result in any Person becoming Company which, together with the Beneficial Owner of (1) shares of Company Common Stock representingsuch stock already owned by such Person, in the aggregate, 15constitutes 20% 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 outstanding Common Stock then outstanding of the Company (orincluding any such date which is after the date of this Agreement and prior to the issuance of the Rights) or (iii) the close of business on the tenth Business Day after the date that the Board of Directors of the Company determines, if such pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a 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 Adverse Person is an Institutional Investor, 17.5% or more of the shares of Class B Common Stock then outstanding) (the earlier earliest of such dates being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company shares of Common Stock registered in the names of the holders 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"which certificates for Common Stock shall be deemed also to be certificates for Rights) 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 Company the underlying Common StockStock (including a transfer by 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-prepaid mail, (A) 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 Class A Right Certificate, in substantially the form of Exhibit B-1 B hereto (a "Class A RightRight Certificate"), evidencing one Right 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 (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 l4d-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 becoming the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, 15Voting Power aggregating 20% or more of the total number outstanding Voting Power (including any such date which is after the date of votes entitled this Rights Agreement and prior 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 issuance 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) (Rights; the earlier of such dates being herein referred to as the "Distribution Date"); , (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company the Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate (an "Ownership Statement"which certificates for Common Stock shall be deemed also to be Right Certificates) and not by separate Right Certificates 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 Company 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, (A) 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 Class A Right Certificateright certificate, in substantially the form of Exhibit B-1 B hereto (a the "Class A RightRight Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until 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 such later date as the Board of Directors shall determine), 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) 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 published or sent or given within the meaning of Rule 14d-2(a) of the first public announcement of General Rules and Regulations under the intention of Exchange Act, 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 becoming be the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, 1520% 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 Shares 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 (i) and (ii) being herein referred to as the "Distribution Date"); (x) , the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company Common Stock Shares registered in the names of the record holders thereof, or by a current ownership statement issued with respect thereof (which certificates for Common Shares shall also be deemed to uncertificated shares of Company Common Stock in lieu of such a certificate (an "Ownership Statement"be Right Certificates) and not by separate Right Certificates, and the right to receive Right Certificates and (y) the Rights will be transferable only in connection with the transfer of Common Shares in the stock transfer books of the Company Common Stockmaintained 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 mailmail (or such other method as the Company shall deem appropriate), (A) 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 Class A Right Certificate, in substantially the form of Exhibit B-1 hereto A hereto, evidencing one Right for each Common Share so held, subject to adjustment, together with a notice setting forth the Purchase Price (as defined in Section 4 hereof) as 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 which are 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 (to the extent feasible) 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 were issued to or acquired by a "Class A RightPerson 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 the Rights Agreement. provided, however, the failure of the Company to cause any Right Certificate to contain such legend or any defect therein, shall not affect the legality or validity of any provision of this Agreement, including provisions voiding Rights held by any such Person.

Issue of Right Certificates. (a) Until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date (or, if the tenth day after the Stock Acquisition Date occurs before the Record Date, the Close of Business on the Record Date), or (ii) the 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, and of which the Company will give the Rights Agent prompt written notice) after the date of the commencement that a tender or exchange offer by any Person (other than an Exempt Person) of, is first published or sent or given within the meaning of Rule 14d- 2 of the first public announcement Exchange Act Regulations, 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 becoming the Beneficial Owner of twenty percent (120%) shares of Company Common Stock 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 outstanding Common Stock then outstanding (or, if including any such Person date that is an Institutional Investor, shares after the date of Company Common Stock representing, in this Agreement and prior to the aggregate, 18.5% or more issuance 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 outstandingRights) (the earlier of such dates (i) and (ii) being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company shares of Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate thereof (an "Ownership Statement"which certificates for Common Stock 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 Company the underlying shares of Common StockStock (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 willsend, if requested, send) by first-class, insuredclass mail, postage-prepaid mailprepaid, (A) to each record holder of shares of Common Stock as of the close Close of business Business on the Distribution Date, or, with respect to Common Stock 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 Stock on the date of issuance, at the address of such holder shown on the records of the Company, a Class A Right Certificate, in substantially the form attached as Exhibit B (the "Right Certificate"), evidencing one Right for each share of Exhibit B-1 hereto Common Stock so held, subject to adjustments 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), at the time of distribution of the Right Certificates, the Company may make the necessary and appropriate rounding adjustments (a "Class A Rightin 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 (calculated in accordance with Section 14(a)). 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 date hereof until the earlier of (i) the Close of Business on the tenth calendar day after the Stock Acquisition Date 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 of the Company may determine in its sole discretion prior to such the time as at which any Person becomes an Acquiring Person) after the date of the commencement on which a tender or exchange offer by any Person (Person, other than an Exempt Person, is commenced within the meaning of Rule 14d-2(a) ofof the Exchange Act, or of any successor rule, or, if earlier, after the first public announcement of the intention of such Person (by any Person, other than an Exempt Person) , to commence, commence a tender or exchange offer (whether by means of a pre-commencement communication within the meaning of Rule 14d-2(b) of the Exchange Act, or any successor rule, or otherwise) if, upon consummation of which would result in any thereof, such Person becoming could become the Beneficial Owner of 15% (1) shares of Company Common Stock representing, or in the aggregatecase of a Grandfathered Person, 15% or more of the total number of votes entitled Grandfathered Percentage applicable to be cast generally (other than in an election of directorssuch Grandfathered Person) 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 of the Company then outstanding (or, if including any such Person date which is an Institutional Investor, 17.5% or more after the date of this Agreement and prior to the issuance of the shares of Class B Common Stock then outstandingRights) (the earlier earliest of such dates being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Company the Common Stock of the Company registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate the Company (an "Ownership Statement"which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of Company 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, (A) 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 Class A Right Certificateone or more certificates, in substantially the form of Exhibit B-1 B attached hereto (a the "Class A RightRight --------- Certificates"), evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(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 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 From the 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 becoming be the Beneficial Owner of 15% (1) shares of Company Common Stock representing, or in the aggregatecase of a Grandfathered Person, 15% or more of the total number of votes entitled Grandfathered Percentage applicable to be cast generally (other than in an election of directorssuch Grandfathered Person) 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 of the Company then outstanding (or, if including any such Person date which is an Institutional Investor, 17.5% or more after the date of this Agreement and prior to the issuance of the shares of Class B Common Stock then outstandingRights) (the earlier earliest of such dates being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Company the Common Stock of the Company registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate the Company (an "Ownership Statement"which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of Company 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, (A) 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 Class A Right Certificateone or more certificates, in substantially the form of Exhibit B-1 B hereto (a the "Class A RightRight Certificates"), evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(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 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 tenth day (10th) Business Day after the Stock Acquisition Date or and (ii) the tenth (10th) 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 Personany Company Entity) of, or of the first public announcement of the intention intent of such any Person (other than an Exempt Personany Company Entity) to commencecommence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer the consummation of which would result in any Person becoming the Beneficial Owner of (1) shares of Company Common Stock 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 Acquiring 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 the dates referred to in clauses (i) and (ii) above being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company the shares of Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated of the shares of Company Common Stock in lieu (which certificates for shares of such a certificate Common Stock shall also be deemed (an "Ownership Statement"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) and not by separate Right Certificates 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 Company the underlying shares 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 by the Rights Agent of written notice of the Distribution Date from the Company, subject to Section 7(e) hereof, 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, at the expense of the Company) by first-class, insured, postage-prepaid mail, (A) to each record holder of shares of 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 Class A Right Certificateright certificate, substantially in substantially the form of Exhibit B-1 B hereto (a "Class A RightRight Certificate"), evidencing one Right 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 Certificates 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 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 becoming the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, aggregating 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 including any such Person date which is an Institutional Investor, shares after the date of Company Common Stock representing, in this Agreement and prior to the aggregate, 18.5% or more issuance 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) (Rights; the earlier of such dates being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Company Common Stock registered in the names of the holders 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") thereof 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 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 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 Class A Right Certificate, in substantially the form of Exhibit B-1 B hereto (a "Class A RightRight 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 (i) the tenth day after the Stock Acquisition Date or Date, (ii) the Close of Business on the tenth Business Day (Day, or such later date as may be determined by action resolution 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) ofthe Company, any Subsidiary of the Company, or any entity holding Common Stock for or pursuant to the terms of the first public announcement any Benefit Plan) 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 the Beneficial Owner of an Acquiring Person (1) shares of Company Common Stock representingincluding, in the aggregatecase of both (i) and (ii), 15% or more any such date which is after the date of this Agreement and prior to the issuance 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 (orRights), 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 (i) and (ii) being herein referred to as the "Distribution Date"); , (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Company shares of Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect thereof (which certificates shall also be deemed to uncertificated shares of Company Common Stock in lieu of such a certificate be Right Certificates (an "Ownership Statement"as defined below)) and not by separate Right Certificates Certificates, and (y) the Rights right to receive Right Certificates will be transferable only in connection simultaneously with and together with the transfer of Company the underlying shares of Common Stock; provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. Until the Distribution Date, the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date shall also constitute the transfer of the Rights associated with such shares of Common Stock. As soon as is 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-postage prepaid mail, (A) to each record holder of shares 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 Class A Right Certificateone or more right certificates, in substantially the form attached hereto as Exhibit B (the "Right Certificates"), evidencing one Right for each share of Exhibit B-1 hereto (a "Class A RightCommon 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 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 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 becoming could become the Beneficial Owner of 4.9% (1) shares of Company Common Stock representing, or in the aggregatecase of a Grandfathered Person, 15% or more of the total number of votes entitled Grandfathered Percentage applicable to be cast generally (other than in an election of directorssuch Grandfathered Person) 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 of the Company then outstanding (or, if including any such Person date which is an Institutional Investor, 17.5% or more after the date of this Agreement and prior to the issuance of the shares of Class B Common Stock then outstandingRights) (the earlier earliest of such dates being herein referred to as the "“Distribution Date"”); , (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Company the Common Stock of the Company registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate the Company (an "Ownership Statement"which certificates for Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate Right Certificates certificates, and (y) the Rights will be transferable only in connection with the transfer of Company 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, (A) 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 Class A Right Certificateone or more certificates, in substantially the form of Exhibit B-1 B hereto (a "Class A Rightthe “Right Certificates”), evidencing one Right for each share of Common Stock of the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock of the Company has been made pursuant to Section 11(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 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 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 (other than a Permitted 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 employee benefit plan or compensation arrangement) 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 (or any successor rule) or after the date that a takeover bid by any Person (other than an Exempt Personthe 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 Company to the extent organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such employee benefit plan or compensation arrangement) is first made or delivered under Canadian securities laws, in either case, without the Prior Written Approval of the Company or pursuant to commencea Permitted Offer, a which tender or exchange offer the consummation of which or takeover bid would result in any Person becoming the Beneficial Owner of (1) shares of Company Common Stock representingsecurities, in the aggregate, equaling an actual or equivalent interest of 15% or more of the total number outstanding Voting Power (including any such date which is after the date of votes entitled this Rights Agreement and prior 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 issuance 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) (Rights; the earlier of such dates being herein referred to as the "“Distribution Date"”); , (xy) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company the Common Stock registered in the names of the holders thereofof the Common Stock (which certificates for Common Stock shall be deemed also to be Right Certificates), or, for Common Stock held in book-entry accounts, through the direct registration service of the Company’s transfer agent by such book-entry accounts (together with a direct registration transaction advice or by a current ownership statement issued such other notification as the Board of Directors in its discretion may determine with respect to uncertificated shares of Company Common Stock in lieu of such a certificate (an "Ownership Statement") shares), and not by separate Right Certificates 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 Company 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 (i) send, if requested, send) by first-class, insured, postage-postage prepaid mail, (A) 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 Class A Right Certificateright certificate, in substantially the form of Exhibit B-1 B hereto (the “Right Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein or (ii) credit the book-entry account of such holder with such Rights and send a "Class A Rightdirect registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such Rights to such holder. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates or such book-entry credits. In the event the Company elects to distribute any Rights by crediting book-entry accounts, the provisions of this Agreement that reference Right Certificates shall be interpreted to reflect that the Rights are credits to the book-entry accounts, that separate Rights Certificates are not issued with respect to some or all of the Rights, and that any legend required on a Rights Certificate may be placed on the direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine with respect to such Rights. The absence of specific language regarding book-entry accounts and credits in any provision of this Rights Agreement shall not be interpreted to mean that the foregoing sentence is not applicable as appropriate to such provision.

Issue of Right Certificates. (a) Until 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 having Combined Ownership 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 becoming the Beneficial Owner of (1) shares of Company Common Stock representing, in the aggregate, 15% or more of the total number of votes entitled to be cast generally (other than in becomes 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) (Acquiring Person; 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"”); , (x) the Rights will be evidenced (subject to the provisions of Section 3(b) hereof) by the certificates for Company Common Stock Shares registered in the names of the holders thereof, or by a current ownership statement issued with respect thereof (which certificates shall also be deemed to uncertificated shares of Company Common Stock in lieu of such a certificate (an "Ownership Statement"be Right Certificates) and not by separate Right Certificates Certificates, and (y) the Rights will be transferable only in connection with the transfer of Company 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, (A) 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 Class A one or more Right CertificateCertificates, in substantially the form of Exhibit B-1 B hereto (a "Class A Right“Right Certificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights will be evidenced solely by such Right Certificates.

Issue of Right Certificates. (a) Until the earlier of (i) the tenth close of business on the fifteenth day (subject to extension by the Board of Directors as provided below) after the Stock Acquisition Date Date, or (ii) the tenth Business Day close of business on the fifteenth day (or such later date as may be determined subject to extension by action of the Board of Directors prior to such time as any Person becomes an Acquiring Personprovided below) 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 the consummation of which would result in by any Person becoming (other than the Company, any Subsidiary, any employee benefit plan of the Company or of any Subsidiary, or any Person organized, appointed, or established by the Company or any Subsidiary for or pursuant to the terms of any such plan), if upon consummation thereof, such Person would be the Beneficial Owner of (1) shares of Company Common Stock 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) 12.520% 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 dates, after any extensions, being herein referred to as the "Distribution Date"); , (xA) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) hereof3) by the certificates for Company the Common Stock registered in the names of the holders thereof, or by a current ownership statement issued with respect to uncertificated shares of Company the Common Stock in lieu of such a certificate (an "Ownership Statement"which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate Right Certificates certificates, and (yB) the Rights will be transferable only in connection with the transfer of Company the underlying shares of Common StockStock (including a transfer to the Company). The fifteen-day periods referred to in clauses (i) and (ii) of the preceding sentence may be extended by the Board of Directors, provided that no such extension may be made when a majority of the directors in office are not Continuing Directors, and any such extension shall expire immediately when a majority of the directors in office are not Continuing Directors. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and send, at the Company will send or cause to be sent (and expense of the Rights Agent willCompany, if requested, send) by first-class, insured, postage-prepaid mail, (A) 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 Class A one or more Right CertificateCertificates evidencing one Right for each share of Common Stock so held, in substantially subject to adjustment as provided herein. As of and after the form of Exhibit B-1 hereto (a "Class A RightDistribution Date, the Rights will be evidenced solely by such Right Certificates.