Common use of Issue of Rights Certificates Clause in Contracts

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention of any Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day after the Stock Shares Acquisition Date (or, or if the tenth Board so authorizes, by majority vote during such 20-day period, the Close of Business Day on the twentieth day after the Stock Shares Acquisition Date occurs before or at such earlier time as the Record Date, the close of business on the Record Date), or Board designates) and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board shall determineof 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule or of the first public announcement of the intention of any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (other than a Permitted Offer) offer, if upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is on 15% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreementhereof) by the certificates for the shares of Common Stock registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardStock. As soon as practicable after the Distribution Date, the Company shall will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesan Amended Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as may be fixed by the Board shall determineof Directors of the Company prior to the time any Person becomes an Acquiring Person) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 20% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, certificates and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board shall determineof 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofthe Company, or the first public announcement any Subsidiary of the intention Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any Person (other than an Exempted Persontrustee or fiduciary with respect to such plan acting in such capacity) to commence, a tender is first published or exchange offer (other than a Permitted Offersent or given within the meaning of Rule 14d-4(a) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the shares of Company Common Stock registered in the names of the record holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(q) hereof11, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day twentieth day after the Stock Acquisition Date (or, if the tenth Business Day twentieth day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as the Board shall determine) twentieth business day after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 15% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer Company shall give the date set forth in clause (ii) of the preceding sentence (with Rights Agent prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardDistribution Date. As soon as practicable after the Distribution Date, and receipt of written notice of the Company shall prepare and executeDistribution Date from the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary informationat the Company's expense, send) send by first-class, insured, postage prepaid mail, to each record record-holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board shall determineof 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofthe Company, or the first public announcement any Subsidiary of the intention Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any Person (other than an Exempted Persontrustee or fiduciary with respect to such plan acting in such capacity) to commence, a tender is first published or exchange offer (other than a Permitted Offersent or given within the meaning of Rule 14d-4(a) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the shares of Company Common Stock registered in the names of the record holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall prepare promptly notify in writing the Rights Agent of the occurrence of the Distribution Date and, if the Rights Agent is no longer the Company's transfer agent, provide the Rights Agent with the names and executeaddresses of all record holders of Commmon shares (together with all other necessary information), and the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of attached hereto as Exhibit B hereto A (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(q) hereof11(p), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing 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 Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day day (or such later date as may be determined by action of the Board shall determineof Directors) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Personthe Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commencecommence (which intention to commence remains in effect for five (5) Business Days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardStock. As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will countersign, and the Company will shall send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and may the registered holders of the Common Stock shall also be transferred by the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of associated with the Common StockStock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Effective on the tenth Business Day or after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close one Right shall be associated with each share of business Common Stock outstanding on the Record Date), or (ii) the Close . Each additional share of business on the tenth Business Day (or such later date as the Board shall determine) Common Stock issued after the date Record Date through the first to occur of the earlier of commencement by any Person (other than an Exempted Person) of, Distribution Date or the first public announcement Expiration Date and each additional share of the intention of any Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of Common Stock with which would result in any Person becoming an Acquiring Person (including any such date which is on or Rights are issued after the date of this Agreement and prior Distribution Date but before the Expiration Date, will be subject to adjustment as provided in Section 11 below. Until the issuance of the Rights) (the earlier of Distribution Date, (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) of this Agreementhereof) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (yii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will countersignsend, and at the Company will send or cause to be sent (and expense of the Rights Agent willCompany, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day day (or such later date as may be determined by action of the Board shall determineof Directors) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Personthe Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any such Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardStock. As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will countersign, and the Company will shall send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and may the registered holders of the Common Stock shall also be transferred by the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of associated with the Common StockStock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Person) the Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity organized, appointed or established by the Company for or pursuant to commencethe terms of any such plan), to commence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person such person becoming an Acquiring Person the Beneficial Owner of voting securities having 15% or more of the then voting power of the Company (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) ), (the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the such Common Stock (which certificates for Common Stock shall be deemed also to be certificates for the Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, mail to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as may be determined by the Board shall determineof Directors) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Personthe Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries or any trustee or administrator of any such plan in its capacity as such) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any such Person becoming an Acquiring Person (including any the earliest of such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) dates being herein referred to as the “Distribution Date”"DISTRIBUTION DATE"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a the Distribution Date, then no Distribution Date shall occur as a result of such that tender or exchange offer. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “Rights Certificates”"RIGHTS CERTIFICATES"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until The "Distribution Date" shall ---------------------------- mean the earlier of (i) the Close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as may be determined by the Board shall determineof Directors) after the date of the earlier commencement of commencement a tender or exchange offer (as determined by reference to Rule 14d-2(a) (or any successor rule) under the Exchange Act) by any Person (other than an Exempted Person) ofthe Company, any Subsidiary of the Company, or the first public announcement any employee benefit plan or employee stock plan of the intention Company or any Subsidiary of any Person the Company) for a number of shares of the outstanding Voting Stock having 10% or more of the general voting power, or (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offerii) the consummation tenth Business Day after a Stock Acquisition Date (or such earlier or later date as the Board of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and Directors may determine prior to the issuance of the Rights) (the earlier of date specified in clause (i) and or clause (ii) being herein referred to as above that otherwise would be the “Distribution Date”). Up to and including the Distribution Date, (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement) by the certificates for the Common Stock in uncertificated form and registered in the names of the record holders of the Common Stock, whether such Common Stock is issued in uncertificated or certificated form (which to the extent Common Stock is issued in certificated form, the certificates for the Common Stock shall be deemed also to be certificates for Rights) evidence the Rights and shall include the legend set forth in Section 3(b), and not by separate certificatesRights Certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Companywhether in uncertificated or certificated form); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will countersignmail, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of business Business on the Distribution Date, as shown by the records of the Company at the Close of Business on the Distribution Date, at the address of such holder shown on such records, a Rights Certificate (the registry books for the Common Stock of the Company, one or more rights certificates"Rights Certificate"), in substantially the form of Exhibit B hereto (the “Rights Certificates”)hereto, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Person) the Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity organized, appointed or established by the Company for or pursuant to commencethe terms of any such plan), to commence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person such person becoming an Acquiring Person the Beneficial Owner of 15% or more of the then outstanding shares of Common Stock (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) ), (the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as the Board of Directors shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention of any Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement) by the certificates or Book Entries for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificatescertificates or Book Entries, and the record holders of the Common Stock represented by such certificates or Book Entries shall be the record holders of Rights represented thereby, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board of Directors may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardBoard of Directors. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day business day (or such later date as the Board of Directors shall determine) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 10% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier earliest of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day day (or such later date as may be determined by action of the Board shall determineCompany’s board of directors prior to such time as any Person becomes an Acquiring Person and of which later date the Company will give the Rights Agent prompt written notice) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) of, is commenced within the meaning of Rule 14d-2(a) of the Exchange Act Regulations or after the first public announcement of the intention of any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer (other than a Permitted Offer) offer, if upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is on 15% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock of the Company then outstanding (the earlier to occur of the events described in (i) and (ii) above being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreementhereof) by the certificates for the shares of Common Stock of the Company registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall will notify the Rights Agent of the occurrence of the Distribution Date and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested requested, and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a “Rights CertificatesCertificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates Certificates. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement which requires the payment by a Rights holder of applicable taxes and may governmental charges unless and until the Rights Agent is satisfied that all such taxes and/or charges have been paid. (b) On the Record Date, or as soon as practicable thereafter, the Company will send or cause to be transferred sent a copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of shares of Common Stock of the Company as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. Until the earlier of the Distribution Date or the Expiration Date, the surrender for transfer of any certificate for shares of Common Stock of the Company shall also constitute the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more associated with the shares of Common StockStock represented thereby. 6. (c) Certificates evidencing shares of Common Stock of the Company which become outstanding (whether originally issued or delivered from the Company’s treasury) or are otherwise transferred after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend (or such other legend as the Company may deem appropriate that is not inconsistent with the provisions of this Agreement but which does not affect the rights, duties or indemnities of the Rights Agent): This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights Agreement between BioCryst Pharmaceuticals, Inc. and American Stock Transfer & Trust Company, dated as of June 14, 2002 (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of BioCryst Pharmaceuticals, Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. BioCryst Pharmaceuticals, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement (including, without limitation, Section 7(e) thereof), Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person.

Issue of Rights Certificates. (a) Until Subject to adjustment as herein set forth, each Right will entitle the earlier of (i) the Close of business on the tenth Business Day holder thereof, from and after the Stock Acquisition Distribution Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention of any Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance earliest of the Rights) Redemption Date, the Early Expiration Date and the Final Expiration Date, to purchase, for the Purchase Price as at the Business Day immediately preceding the date of exercise of the Right, one Common Share (which Purchase Price and number of Common Shares are subject to adjustment as set forth in this Agreement). Until the earlier Close of Business on Distribution Date, (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) of this Agreement)) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock thereof (which such certificates for Common Stock shall will also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (yii) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardShares. As soon as practicable after the Distribution Date, the Company shall Corporation will prepare and execute, the Rights Agent will countersign, and the Company Corporation will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary informationrequested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the record of Common Stock Shares as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the CompanyCorporation, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B A hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock Share so held, subject held (other than with respect to adjustment as provided herein. In the event Rights that an adjustment in the number of Rights per share of Common Stock has been made have become void pursuant to Section 11(q11(a)(ii) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with or that have been exchanged pursuant to Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights25). As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before is prior to the Record Date, the Record Date) or (ii) the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) day after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 15 percent or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier earliest of (i) and (ii) being herein referred to as the “"Distribution Date”"), (xw) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate certificatesRights Certificates, and (yx) the Rights and the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying Common Stock and any transfer of Common Stock shall also constitute the transfer of the associated Rights represented by the same certificate, (y) in the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such acquired Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding, and (including a transfer to z) in the Company); provided, however, that if a tender or exchange offer is terminated event the Company issues any Common Stock after the Record Date but prior to the occurrence earliest of a the Distribution Date, then no Distribution the Redemption Date or the Final Expiration Date, the Company shall occur issue one Right for each such newly issued share of Common stock (subject to adjustment as a result provided in Section 11(h)) which Right shall be evidenced by the certificate for the associated share of such tender or exchange offer. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardCommon Stock. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary informationrequested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof11(h), at the time of distribution of the Rights Certificates, Certificates are distributed the Company shall make the necessary and appropriate rounding adjustments (in accordance with pursuant to Section 14(a) hereof) so that Rights Certificates are distributed 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 Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock occurrence of a Share Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineCompany’s 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 shares of Company Stock for or pursuant to the terms of any such plan) of, is commenced within the meaning of Rule 14d-2(a) of the Exchange Act Regulations or of the first public announcement of the intention of any Person (other than an Exempted 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 shares of Company Stock for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer (other than a Permitted Offer) offer, if, in either case, upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is on 15% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Company Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement)) by the certificates for the Common shares of Company Stock registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to Company Stock. As soon as practicable after the occurrence of a Distribution Date, then no the Company will notify the Rights Agent of the occurrence of the Distribution Date shall occur as a result of such tender or exchange offer. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, and the Company shall 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 and provided with all necessary informationrequested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common shares of Company Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a “Rights CertificatesCertificate”), evidencing one Right for each share of Common Company Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the occurrence of a Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) 1. Until the earlier of (i) the Close close of business on the tenth Business Day day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth Business Day after Board of Directors has not made the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date)determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the Close close of business on the tenth Business Day (or such later date as may be fixed by the Board of Directors of the Company by notice to the Rights Agent and publicly announced by the Company, which date shall determine) not be later than 65 days after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the "Beneficial Owner" of any Person (other than an Exempted Person) to commence, a tender 20% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock common Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificatescertificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by Certificates. Upon the transfer distribution of the Rights Certificate Certificates as permitted herebyprovided in this subsection (a), separately and apart from any transfer of one or more shares of Common Stockthe trust created hereby shall cease.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Share Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day day (or such later date as may be determined by action of the Board shall determineCompany’s board of directors prior to such time as any Person becomes an Acquiring Person and of which later date the Company will give the Rights Agent prompt written notice) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) of, is commenced within the meaning of Rule 14d-2(a) of the Exchange Act Regulations or after the first public announcement of the intention of any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer (other than a Permitted Offer) offer, if upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is on 15% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock of the Company then outstanding (the earlier to occur of the events described in (i) and (ii) above being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreementhereof) by the certificates for the shares of Common Stock of the Company registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a “Rights CertificatesCertificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of a Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the transfer of Rights Agent, the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockAgent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the earlier of (i) the Stock Acquisition Date or (ii) the Close of business Business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), date that a tender or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement exchange offer by any Person (other than an Exempted 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 or the Approved Group) is first public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 10% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier earliest of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall prepare will notify the Rights Agent of the occurrence thereof and executewill request the transfer agent of the Common Stock to provide the Rights Agent with a shareholder list. As soon as practicable after the Rights Agent receives such notice and list, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day business day (or such later date as the Board of Directors of the Corporation shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (other than a Permitted Offer) offer, if upon consummation thereof, such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is on 20% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (c) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CompanyCorporation); 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. The Board may defer Corporation shall give the date set forth in clause (ii) of the preceding sentence (with Rights Agent prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardDistribution Date. As soon as practicable after the Distribution DateDate and receipt of written notice of the Distribution Date from the Corporation, the Company shall 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 and provided with all necessary informationat the expense of the Corporation, send) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the CompanyCorporation, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall Corporation may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date), ) or (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineof Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer to acquire shares of the earlier of commencement Company’s Common Stock by any Person (other than an Exempted the Company or any Related Person) of, is first published or sent or given within the first public announcement meaning of Rule 14d-2(a) of the intention of any General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming become an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of the dates referred to in clauses (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (or, in the case of uncertificated Common Stock by the book-entry account that evidences record ownership of such Common Stock) (which certificates or book-entries for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including including, without limitation, a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to . The Company must promptly notify the occurrence Rights Agent of a Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof and request its transfer agent to give the Rights Agent) to Agent a specified later date or to an unspecified later date, each to be determined by action of the Boardstockholder list together with all other relevant information. As soon as practicable after the Rights Agent is notified of the Distribution Date, the Company shall prepare Date and executereceives such information, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof11, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 21% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before is prior to the Record Date, the Record Date) or (ii) the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) day after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 15 percent or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier earliest of (i) and (ii) being herein referred to as the “"Distribution Date”"), (xw) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate certificatesRights Certificates, and (yx) the Rights and the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying Common Stock and any transfer of Common Stock shall also constitute the transfer of the associated Rights represented by the same certificate, (y) in the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such acquired Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding, and (including a transfer to z) in the Company); provided, however, that if a tender or exchange offer is terminated event the Company issues any Common Stock after the Record Date but prior to the occurrence earliest of a the Distribution Date, then no Distribution the Redemption Date or the Final Expiration Date, the Company shall occur issue one Right for each such newly issued share of Common Stock (subject to adjustment as a result provided in Section 11(h)) which Right shall be evidenced by the certificate for the associated share of such tender or exchange offer. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardCommon Stock. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary informationrequested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof11(h), at the time of distribution of the Rights Certificates, Certificates are distributed the Company shall make the necessary and appropriate rounding adjustments (in accordance with pursuant to Section 14(a) hereof) so that Rights Certificates are distributed 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 Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day day (or such later date as the Board of Directors of the Company shall determine) after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as the Board of Directors of the Company shall determine) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) of, is first published or sent or given within the first public announcement meaning of Rule 14d-2(a) of the intention of any General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming be an Acquiring Person or (including any such date which is on or after iii) the date of this Agreement and prior to the issuance of the Rights) Expiration Date (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board of Directors of the Company may defer the date set forth in clause (i) or clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardBoard of Directors of the Company. As soon as is practicable after the Distribution Date, the Company shall prepare and execute, must notify the Rights Agent will countersignof the Distribution Date and request that the Company's transfer agent provide a list of the Company's shareholders. As soon as practicable after the Rights Agent receives such notice from the Company, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary informationat the Company's expense, send) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the earlier of the Close of business Business on the tenth Business Day after the Stock Acquisition Date (orDate, if and the Close of Business on the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), date that a tender or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement exchange offer by any Person (other than an Exempted Personthe Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) ofis first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 20% or more of the shares of Company Common Stock then outstanding, or the first public announcement (ii) such later date as may be determined by action of a majority of the intention Board of any Person Directors (other than an Exempted Person) such determination to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and be made prior to the issuance either of the Rights) (the earlier of dates specified in (i) above) and of which the Company will give the Rights Agent prompt written notice (ii) such date above being herein referred to as the “"Distribution ------------ Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph ---- (b) of this AgreementSection 3) by the certificates for the shares of Company Common Stock registered in the names of the record holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto A (the “"Rights Certificates”"), evidencing one Right for each ------------------- share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(q) hereof11(p), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as the Board of Directors shall determine) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 20% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (c) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will countersignsend, and at the Company will send or cause to be sent (and expense of the Rights Agent willCompany, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business Business on the tenth Business Day (or such later date as the Board of Directors shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention of any Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b3(c) of this Agreement) by the certificates or Book-Entries for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificatescertificates or Book-Entries, and the record holders of the Common Stock represented by such certificates or Book-Entries shall be the record holders of Rights represented thereby, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board of Directors may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardBoard of Directors. As soon as practicable after the Distribution Date, the Company shall prepare and execute, execute and the Rights Agent will countersigncountersign and, and at the Company will Company's expense, send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth Business Day after Board of Directors has not made the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date)determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the Close close of business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention of any Person (other than an Exempted Person) to commence, that a tender or exchange offer by any person (other than a Permitted Offer) the consummation Company, any Subsidiary of which would result in the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person becoming an Acquiring Person (including or entity organized, appointed or established by the Company for or pursuant to the terms of any such date which plan) is on first published or after sent or given within the date meaning of this Agreement and prior to the issuance Rule 14d-2(a) of the Rights) General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 20% or more of the Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights Rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by Certificates. Upon the transfer distribution of the Rights Certificate Certificates as permitted herebyprovided in this subsection (a), separately and apart from any transfer of one or more shares of Common Stockthe trust created hereby shall cease.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day (10th) day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, or (ii) the close of business on the Record Date), or tenth (ii10th) the Close of business on the tenth Business Day day (or such later date as may be determined by action of the majority of the members of the Company’s Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Person) the Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person such person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day business day (or such later date as the Board of Directors of the Corporation shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Personthe Corporation, any Subsidiary of the Corporation, any employee benefit plan or employee stock plan of the Corporation or of any Subsidiary of the Corporation, or any Person or entity organized, appointed or established by the Corporation for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (other than a Permitted Offer) offer, if upon consummation thereof, such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is on 15% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (c) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the CompanyCorporation); 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. The Board may defer Corporation shall give the date set forth in clause (ii) of the preceding sentence (with Rights Agent prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardDistribution Date. As soon as practicable after the Distribution DateDate and receipt of written notice of the Distribution Date from the Corporation, the Company shall 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 and provided with all necessary informationat the expense of the Corporation, send) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the CompanyCorporation, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall Corporation may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day business day (or such later date as the Board shall determine) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 20% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board shall determineof 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofthe Company, or the first public announcement any Subsidiary of the intention Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any Person (other than an Exempted Persontrustee or fiduciary with respect to such plan acting in such capacity) to commence, a tender is first published or exchange offer (other than a Permitted Offersent or given within the meaning of Rule 14d-4(a) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the shares of Company Common Stock registered in the names of the record holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(q) hereof11(p), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing 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 Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day calendar day (or such earlier or later date as may be determined by action of the Board of Directors) after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineof Directors prior to the time any Person becomes an Acquiring Person) after the date of the earlier of commencement that a tender offer or exchange offer by any Person (other than an Exempted Exempt Person) of, is first published or sent or given within the first public announcement meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 20% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding, (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”") (provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.provided

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) day after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Personthe Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any such Person becoming an Acquiring Person Person, unless such date is extended by the Board of Directors of the Company (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardStock. As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will countersign, and the Company will shall send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates and may be transferred Certifi catex. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substan tially the form attached hereto as Exhibit C (the "Summary of Rights"), by the transfer first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights Certificate as permitted hereby, separately shall be evidenced by such certificates for the Common Stock together with the Summary of Rights and apart from any transfer the registered holders of one or more shares the Common Stock shall also be the registered holders of Common Stock.the associated Rights. Until the Distri-

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), ) or (ii) the Close close of business on the tenth Business Day (or such later date as may be determined by the Company's Board shall determineof Directors) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Exempt Person) of, is first published or sent or given within the first public announcement meaning of Rule 14d-2(a) of the intention of any General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person (other than an Exempted Exempt Person) to commence, a tender would be the Beneficial Owner of 15% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein are referred to in this Agreement as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this Agreement) Section 3 by the outstanding certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto A (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided hereinin this Agreement. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof11(p), at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business on Stock Acquisition Date or (ii) the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Personthe Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries or any trustee or administrator of any such plan in its capacity as such) to commencecommence (which intention to commence remains in effect for five business days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any such Person becoming an Acquiring Person (including any or, in the case of clause (i), such later date which is on or after determined by the date Board of this Agreement and prior to the issuance Directors of the RightsCompany, which date shall not be later than the Stock Acquisition Date) (the earlier of the dates specified in (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock and Senior Preferred Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a the Distribution Date, then no Distribution Date shall occur as a result of such that tender or exchange offer. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock and the Senior Preferred Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In held and the event that an adjustment in the number As Converted Number of Rights per for each share of Common Senior Preferred Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsheld. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), ) or (ii) the Close close of business on the tenth Business Day business day (or such later date as the Board shall determine, provided, however, that no deferral of a Distribution Date pursuant to this clause (ii) may be made at any time during the Special Period) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person 15% or more (other or, with respect to an Exempt Person, more than an Exempted Person19.5%) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth Business Day after Board has not made the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date)determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the Close of business on the tenth within ten (10) Business Day Days (or such later date as may be determined by action of the Board shall determineprior to such time any person becomes an Acquiring Person) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofXxxxxx X. Xxxx, Xx., the 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under, the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 20% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company); provided, however, . The Company must promptly notify the Rights Agent of such Distribution Date and request that if its transfer agent provide the Rights Agent with a tender or exchange offer is terminated prior to list of the occurrence record holders of a the Company’s Common Shares as of the Close of Business on the Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall prepare Rights Agent receives such notice and executelist, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth Business Day after Board of Directors has not made the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date)determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the Close of business on the tenth within ten (10) Business Day Days (or such later date as may be determined by action of the Board shall determineof Directors prior to such time any person becomes an Acquiring Person) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofXxxxxx X. Xxxx, Xx., the 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under, the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 20% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company); provided, however, . The Company must promptly notify the Rights Agent of Such Distribution Date and request that if its transfer agent provide the Rights Agent with a tender or exchange offer is terminated prior to list of the occurrence record holders of a the Company's Common Shares as of the close of business on the Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall prepare Rights Agent receives such notice and executelist, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Personthe Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries or any entity holding of securities of the Company organized, appointed or established by the Company or any of its subsidiaries for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any such Person becoming an Acquiring Person (including any Person, unless such date which under this clause (ii) is on or after extended by the date Board of this Agreement and Directors of the Company prior to the issuance of the Rights) such time as such Person becomes an Acquiring Person (the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the shares of Common Stock of the Company registered in the names of the record holders of the shares of Common Stock of the Company (which certificates for shares of Common Stock of the Company shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (of the Company, including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will countersign, and the Company will shall send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B A appended hereto (the “"Rights 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 has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates and may Certificates. As soon as practicable following the date hereof, the Company shall send a copy of a Summary of Rights, in substantially the form appended hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of shares of Common Stock of the Company as of the close of business on the date hereof, at the address of such holder shown on the records of the Company. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), Rights shall, without further action, be transferred by issued in respect of all shares of Common Stock of the Company that are issued, including any shares of Common Stock of the Company held in treasury. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for shares of Common Stock of the Company outstanding, with or without a copy of the Summary of Rights attached thereto, shall also constitute the surrender for transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more associated with the shares of Common StockStock of the Company represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth business day after the Stock Acquisition Date or (ii) the close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), date that a tender offer or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given with the meaning of Rule 14d-2(a) of the intention General Rules and Regu- lations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 15% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding, (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”") (provided, however, that if either of such dates occurs after the date of this Agreement and on or prior to the Record Date, then the Distribution Date shall be the Record Date), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments adjust- ments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock together with the Summary of Rights and may the registered holders of the Common Stock shall also be transferred by the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7 hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued (whether originally issued or from the Company's treasury, if any) after the Record Date but before the earlier of the Distribution Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and all certificates issued for newly issued shares or transfers of Common Stock after the Record Date shall bear the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between VideoLan Technologies, Inc. (the "Company") and Continental Stock Transfer & Trust Company (the "Rights Agent") dated as of January 29, 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agree- ment, such Rights will be evidenced by separate certifi- xxxxx and will no longer be evidenced by this certifi- cate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expira- tion Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Share Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineCompany's 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) of, is commenced within the meaning of Rule 14d-2(a) of the Exchange Act Regulations or of the first public announcement of the intention of any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer (other than a Permitted Offer) offer, if upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is on 15% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock of the Company then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement)) by the certificates for the shares of Common Stock of the Company registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall will notify the Rights Agent of the occurrence of the Distribution Date and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary informationrequested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”--------- ------ Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From ----------- and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day business day after the Stock Acquisition Date (or, if the tenth Business Day business day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as the Board shall determine) business day after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 30% or more of the shares of Common Stock then outstanding (irrespective of whether any Person (other than an Exempted Person) shares are actually purchased pursuant to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rightsoffer) (the earlier of (i) and or (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Rights and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(qll(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates 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 Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of earliest of: (i) the Close of business Business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or ; (ii) the Close of business Business on the tenth Business Day (or such later date as the Board of Directors shall determine) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention of any Person (other than an Exempted Person) to commenceGeneral Rules and Regulations under the Exchange Act, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result as in any Person becoming an Acquiring Person (including any such date which is effect on or after the date of this Agreement and prior Agreement, if upon consummation thereof, such Person would be the Beneficial Owner of l5% or more of the shares of Common Stock then outstanding; or (iii) the Close of Business on the tenth Business Day after the Board of Directors determines, pursuant to the issuance of the Rightscriteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “Distribution Date”), then the following shall apply: (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) day after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Personthe Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any such Person becoming an Acquiring Person Person, unless such date is extended by the Board of Directors of the Company (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (; the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will shall be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will (and the right to receive certificates therefor) shall be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardStock. As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will countersign, and the Company will shall send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates Certificates. As soon as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights shall be evidenced by such certificates for the Common Stock and may the registered holders of the Common Stock shall also be transferred by the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the Record Date, even without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of associated with the Common StockStock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, or (ii) the close of business on the Record Date), or tenth (ii10th) the Close of business on the tenth Business Day (or such later date as may be determined by action of the majority of the members of the Company's Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Person) the Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person such person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board shall determineof 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofthe Company, or the first public announcement any Subsidiary of the intention Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any Person (other than an Exempted Persontrustee or fiduciary with respect to such plan acting in such capacity) to commence, a tender is first published or exchange offer (other than a Permitted Offersent or given within the meaning of Rule 14d-4(a) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the shares of Company Common Stock registered in the names of the record holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, if requested by the Company shall prepare and executeCompany, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(q) hereof11, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineof Directors of the Company 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofthe Company, or the first public announcement any Subsidiary of the intention Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any Person (other than an Exempted Persontrustee or fiduciary with respect to such plan acting in such capacity) to commence, a tender or exchange offer (other than a Permitted Offer) is commenced within the consummation meaning of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance Rule 14d-2 of the Rights) Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 20% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “Distribution "DISTRIBUTION Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the shares of Company Common Stock registered in the names of the record holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “Rights Certificates”"RIGHTS CERTIFICATES"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(q) hereof11(p), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing 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 Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth day after the Stock Acquisition Date or (ii) the Close of Business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), date that a tender or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement exchange offer by any Person (other than an Exempted 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 for or pursuant to the terms of any such employee benefit plan) is first public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act (or any successor rule), if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 30% or exchange offer (other than a Permitted Offer) the consummation more of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date all shares of this Agreement and prior to the issuance of the Rights) MAR-A Common Stock then outstanding (the earlier of (i) and (ii) being herein is referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement)) by (1) the certificates for the MAR-A Common Stock registered in the names of the record holders of the MAR-A Common Stock (which certificates for MAR-A Common Stock shall be deemed also to be certificates for Rights), as the case may be, or (2) and not in the case of uncertificated Common Stock, by separate certificatesthe book-entry account that evidences record ownership of such MAR-A Common Stock, and (y) the Rights will be transferable transferrable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will countersignshall, and at the Company will expense of the Company, send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock stockholder records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company’s Board shall determineof 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofthe Company, or the first public announcement any Subsidiary of the intention Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any Person (other than an Exempted Persontrustee or fiduciary with respect to such plan acting in such capacity) to commence, a tender is first published or exchange offer (other than a Permitted Offersent or given within the meaning of Rule 14d-4(a) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the shares of Company Common Stock registered in the names of the record holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “Rights Certificates”), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(q) hereof11, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the earlier of the Close of business Business on the tenth Business Day after the Stock Acquisition Date (orDate, if and the Close of Business on the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), date that a tender or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement exchange offer by any Person (other than an Exempted Personthe Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) ofis first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 10% or more of the shares of Company Common Stock then outstanding, or the first public announcement (ii) such later date as may be determined by action of a majority of the intention of any Person Independent Directors (other than an Exempted Person) such determination to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and be made prior to the issuance either of the Rights) (the earlier of dates specified in (i) above) and of which the Company will give the Rights Agent prompt written notice (ii) such date above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the shares of Company Common Stock registered in the names of the record holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto A (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(q) hereof11(p), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth Business Day after Board of Directors has not made the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date)determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the Close close of business on the tenth Business Day (or such later date as may be fixed by the Board of Directors of the Company by notice to the Rights Agent and publicly announced by the Company, which date shall determine) not be later than 65 days after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 15% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before is prior to the Record Date, the Record Date) or (ii) the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) day after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 15 percent or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier earliest of (i) and (ii) being herein referred to as the “"Distribution Date”"), (xw) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate certificatesRights Certificates, and (yx) the Rights and the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying Common Stock and any transfer of Common Stock shall also constitute the transfer of the associated Rights represented by the same certificate, (y) in the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such acquired Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding, and (including a transfer to z) in the Company); provided, however, that if a tender or exchange offer is terminated event the Company issues any Common Stock after the Record Date but prior to the occurrence earliest of a the Distribution Date, then no Distribution the Redemption Date or the Final Expiration Date, the Company shall occur issue one Right for each such newly issued share of Common stock (subject to adjustment as a result provided in Section 11(h)) which Right shall be evidenced by the certificate for the associated share of such tender or exchange offer. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardCommon Stock. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary informationrequested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B A hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof11(h), at the time of distribution of the Rights Certificates, Certificates are distributed the Company shall make the necessary and appropriate rounding adjustments (in accordance with pursuant to Section 14(a) hereof) so that Rights Certificates are distributed 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 Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a1) Until the earlier of (i) the Close close of business on the tenth Business Day day after the a Stock Acquisition Date (or, if involving an Acquiring Person that has become such in a transaction as to which the tenth Business Day after Board of Directors has not made the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date)determination referred to in Section 11(a)(ii)(B) hereof, or (ii) the Close close of business on the tenth Business Day (or such later date as may be fixed by the Board of Directors of the Company by notice to the Rights Agent and publicly announced by the Company, which date shall determine) not be later than 65 days after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the "Beneficial Owner" of any Person (other than an Exempted Person) to commence, a tender 20% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) beneficial interests in the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for beneficial interests in the Rights) and not by separate certificates, and (y) the Rights and beneficial interests therein will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificatescertificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by Certificates. Upon the transfer distribution of the Rights Certificate Certificates as permitted herebyprovided in this subsection (a), separately and apart from any transfer of one or more shares of Common Stockthe trust created hereby shall cease.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), ) or (ii) the Close close of business on the tenth Business Day (or such later date as the Board of Directors shall determine) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofthe Company, or the first public announcement any Subsidiary of the intention Company, any employee benefit plan of the Company or of any Person (other than an Exempted Person) to commence, a tender Subsidiary of the Company or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including organized, appointed or established by the Company for or pursuant to the terms of any such date which plan) is on first published or after sent or given within the date meaning of this Agreement and prior to the issuance Rule 14d-2(a) of the Rights) General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, mail to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as the Board of Directors shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention of any Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board of Directors may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardBoard of Directors. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), ) or (ii) the Close close of business on the tenth Business Day (or such later date as the Board of Directors shall determine) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofthe Company, or the first public announcement any Subsidiary of the intention Company, any employee benefit plan of the Company or of any Person (other than an Exempted Person) to commence, a tender Subsidiary of the Company or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including organized, appointed or established by the Company for or pursuant to the terms of any such date which plan) is on first published or after sent or given within the date meaning of this Agreement and prior to the issuance Rule 14d-2(a) of the Rights) General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying underly ing shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, at the expense of the Company, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(i) or 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company’s Board shall determineof 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofthe Company, or the first public announcement any Subsidiary of the intention Company, any employee benefit plan maintained by the Company or any of its Subsidiaries, any Person (other than an Exempted Persontrustee or fiduciary with respect to such plan acting in such capacity or CIT or any of its Affiliates) to commence, a tender or exchange offer (other than a Permitted Offer) is commenced within the consummation meaning of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance Rule 14d-2 of the Rights) Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the shares of Company Common Stock registered in the names of the record holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “Rights Certificates”), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(q) hereof11(p), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates representing evidencing 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 Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of earliest of: (i) the Close of business Business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or ; (ii) the Close of business Business on the tenth Business Day (or such later date as the Board of Directors shall determine) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention of any Person (other than an Exempted Person) to commenceGeneral Rules and Regulations under the Exchange Act, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result as in any Person becoming an Acquiring Person (including any such date which is effect on or after the date of this Agreement and prior Agreement, if upon consummation thereof, such Person would be the Beneficial Owner of l5% or more of the shares of Common Stock then outstanding; or (iii) the Close of Business on the tenth Business Day after the Board of Directors determines, pursuant to the issuance of the Rightscriteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), then the following shall apply: (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights right certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as the Board of Directors shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention of any Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement) by the certificates or Book Entries for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificatescertificates or Book Entries, and the record holders of the Common Stock represented by such certificates or Book Entries shall be the record holders of Rights represented thereby, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board of Directors may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardBoard of Directors. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right five Rights for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof after the date hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day after the Stock Acquisition Date day (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or such later date as specified by the majority of the Disinterested Directors, after the Stock Acquisition Date, or (ii) the Close close of business on the tenth Business Day (business day, or such later date as specified by the Board shall determine) majority of the Disinterested Directors, after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofthe Company, any Subsidiary of the Company, Michxxx X. Xxxxxxxxx xx any Affiliate or Associate of Michxx X. Xxxxxxxxx, xxy employee benefit plan of the Company, or the first public announcement of any Subsidiary of the intention Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any Person (other than an Exempted Personsuch plan) to commence, a tender is first published or exchange offer (other than a Permitted Offersent or given within the meaning of Rule 14e-2(a) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of shares of Voting Stock representing 15% or more of the Voting Power (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall prepare will provide to the Rights Agent a list certified by the transfer agent of the record holders of the Common Stock and execute, the Rights Agent will countersignsend, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each such record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before is prior to the Record Date, the Record Date) or (ii) the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) day after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 15 percent or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier earliest of (i) and (ii) being herein referred to as the “"Distribution Date”"), (xw) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall also be deemed also to be certificates for Rights) and not by separate certificatesRights Certificates, and (yx) the Rights and the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying Common Stock and any transfer of Common Stock shall also constitute the transfer of the associated Rights represented by the same certificate, (y) in the event the Company purchases or acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such acquired Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with shares of Common Stock that are no longer outstanding, and (including a transfer to z) in the Company); provided, however, that if a tender or exchange offer is terminated event the Company issues any Common Stock after the Record Date but prior to the occurrence earliest of a the Distribution Date, then no Distribution the Redemption Date or the Final Expiration Date, the Company shall occur issue one Right for each such newly issued share of Common stock (subject to adjustment as a result provided in Section 11(h)) which Right shall be evidenced by the certificate for the associated share of such tender or exchange offer. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardCommon Stock. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary informationrequested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof11(h), at the time of distribution of the Rights Certificates, Certificates are distributed the Company shall make the necessary and appropriate rounding adjustments (in accordance with pursuant to Section 14(a) hereof) so that Rights Certificates are distributed 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 Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day 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 the Board of Directors shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention of any Person (other than an Exempted Person) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person Person, or (including any such date which is on or after iii) the date of this Agreement and prior to the issuance of the Rights) Expiration Date (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board of Directors may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardBoard of Directors. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary informationat the Company's expense, send) send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close close of business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 for or pursuant to the terms of any such plan) is first public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any 15% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth Business Day after the Board determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Share Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineCompany’s 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) of, is commenced within the meaning of Rule 14d-2(a) of the Exchange Act Regulations or of the first public announcement of the intention of any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer (other than a Permitted Offer) offer, if upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is on 15% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock of the Company then outstanding (the earlier of (i) and (ii) above being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement)) by the certificates for the shares of Common Stock of the Company registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall will notify the Rights Agent of the occurrence of the Distribution Date and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary informationrequested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the a “Rights CertificatesCertificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day day (or such later date as may be determined by the Board shall determineof Directors prior to such time as any Person becomes an Acquiring Person) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofthe Company, or the first public announcement any Subsidiary of the intention Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any Person (other than an Exempted Persontrustee or fiduciary with respect to such plan acting in such capacity) to commence, a tender is first published or exchange offer (other than a Permitted Offersent or given within the meaning of Rule 14d-4(a) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the RightsExchange Act Regulations, if upon consummation thereof such Person would be the Beneficial Owner of either (A) 15% or more of the shares of Class A Common Stock then outstanding or (B) 15% or more of the shares of Class B Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the shares of Company Common Stock registered in the names of the record holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights right certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business on Stock Acquisition Date, (ii) the tenth Business Day after the Stock Acquisition Date date of the commencement of, or first public announcement of the intent of any Person (other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries or any trustee or administrator of any such plan in its capacity as such) to commence (which intention to commence remains in effect for five business days after such announcement), a tenderor exchange offer which would result in such Person becoming an Acquiring Person or, if the tenth Business Day after the Stock Acquisition Date such event occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day Date (or such later date as determined by the Board of Directors of the Company which date shall determine) after not be later than the date of the earlier of commencement by any Person specified in (other than an Exempted Person) of, or the first public announcement of the intention of any Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rightsi)) (the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a the Distribution Date, then no Distribution Date shall occur as a result of such that tender or exchange offer. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business on the tenth Business Day after the Stock Shares Acquisition Date or (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, ii) the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day day (or such later date as may be determined by action of the Company's Board shall determineof Directors) after the date of the earlier of commencement by any Person (other than an Exempted Personthe Company, any Subsidiary of the Company, any employee benefit plan or employee stock ownership plan of the Company or of any Subsidiary of the Company or any Person organized, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than an Exempted Personthe Company, any Subsidiary of the Company, any employee benefit plan or employee stock ownership plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company or of any Subsidiary of the Company for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including including, in the case of both (i) and (ii), any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”), ," (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreementhereof) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Share Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineCompany's 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) of, is commenced within the meaning of Rule 14d-2(a) of the Exchange Act Regulations or of the first public announcement of the intention of any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer (other than a Permitted Offer) offer, if upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is on 15% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock of the Company then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement)) by the certificates for the shares of Common Stock of the Company registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall will notify the Rights Agent of the occurrence of the Distribution Date and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary informationrequested, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Issuance Triggering Event. Until the earlier earliest of the following Issuance Triggering Events, (i) the Close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record tenth business day after the Stock Acquisition Date), or (ii) the Close close of business on the tenth Business Day (or such later date as the Board shall determine) business day after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act as in effect on the date hereof, if upon consummation thereof, such Person would be the Beneficial Owner of any 15% or more of the shares of Common Stock then outstanding or (iii) the close of business on the tenth business day after the Board of Directors of the Company determines, pursuant to the criteria set forth in Section 11(a)(ii)(B) hereof, that a Person is an Adverse Person (other than an Exempted Person) to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of (i), (ii) and (iiiii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-first class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B 2 hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Share Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day day (or such later date as may be determined by action of the Board shall determineCompany's board of directors prior to such time as any Person becomes an Acquiring Person and of which later date the Company will give the Rights Agent prompt written notice) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) of, is commenced within the meaning of Rule 14d-2(a) of the Exchange Act Regulations or after the first public announcement of the intention of any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) to commence, commence a tender or exchange offer (other than a Permitted Offer) offer, if upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is on 15% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock of the Company then outstanding (the earlier to occur of the events described in (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreementhereof) by the certificates for the shares of Common Stock of the Company registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock of the Company as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of a Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the transfer of Rights Agent, the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockAgent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), ) or (ii) the Close close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 first public announcement Company or any Subsidiary of the intention Company for or pursuant to the terms of any Person (other than an Exempted Personsuch plan) to commence, a tender is first published or exchange offer (other than a Permitted Offersent or given within the meaning of Rule 14d-2(a) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) General Rules and Regulations under the Exchange Act, if, upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day (or such later specified or unspecified date as may be determined by action of the Board and of which the Company will give the Rights Agent prompt written notice) after the Stock Acquisition Date (or, if provided that the tenth Business Day after Acquiring Person shall remain the Beneficial Owner of the requisite percentage of Company Common Stock Acquisition Date occurs before the Record Date, the close of business outstanding on the Record Datesuch date under Section 11(a)(ii)(A), (B) or (C)), (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineprior 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted any Exempt Person) of, is first published or sent or given within the first public announcement meaning of Rule 14d-2(a) or Rule 14d-4(a) of the intention Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 15% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Company Common Stock then outstanding (the earlier of (i), (ii) and (iiiii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the shares of Company Common Stock registered in the names of the record holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Share Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Board shall determineCompany's 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or of the first public announcement of the intention of any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (other than a Permitted Offer) offer, if upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is on 15% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock of the Company then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreement)) by the certificates for the shares of Common Stock of the Company registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to of the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall will notify the Rights Agent of the occurrence of the Distribution Date and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.Agent

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record Date) or (ii) the Close of Business on the tenth Business Day (or, if such tenth Business Day 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 shall determine) of Directors prior to such time as any Person becomes an Acquiring Person, after the date of the earlier of commencement that a tender offer or exchange offer, or an intention to make a tender offer or exchange offer, by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof for the maximum number of any shares that may be purchased thereunder, such Person (other than an Exempted Person) to commence, a tender would be the Beneficial Owner of 20% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) shares of Common Stock then outstanding (the earlier of (i) and or (ii) being herein referred to as the “"Distribution ------------ Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph ---- (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall prepare Date and executeupon receipt of all necessary information, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of business Business on the Distribution Date, Date (other than to any Acquiring Person or any Associate or Affiliate of an Acquiring Person) at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto specified in Section 4 hereof (the “"Rights Certificates”"), ------------------- evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereofthis Agreement, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rightsrights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) day after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Personthe Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any such Person becoming an Acquiring Person (including any Person, unless such date which is on or after extended by the date Board of this Agreement and prior to the issuance Director's of the RightsCompany (but no later than the Stock Acquisition Date) (the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardStock. As soon as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent will countersignsend, and at the Company will send or cause to be sent (and expense of the Rights Agent willCompany, if requested and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates Certificates. With respect to certificates for the Common Stock outstanding as of the date hereof, until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the Rights will be evidenced by such certificates for the Common Stock and may the registered holders of the Common Stock shall also be transferred by the registered holders of the associated Rights. Until the Distribution Date (or earlier redemption, expiration or termination of the Rights), the surrender for transfer of any of the certificates for the Common Stock outstanding on the date hereof shall also constitute the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of associated with the Common StockStock represented by such certificate.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day business day after the Stock Acquisition Date (or, if the tenth Business Day business day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day (or such later date as the Board shall determine) business day after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 30% or more of the shares of Common Stock then outstanding (irrespective of whether any Person (other than an Exempted Person) shares are actually purchased pursuant to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rightsoffer) (the earlier of (i) and or (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Rights and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); providedCompany);provided, however, that if a tender or exchange offer is terminated prior that, notwithstanding anything to the occurrence contrary in the foregoing definition of a the "Distribution Date, then no Distribution Date shall occur as a result of such tender or exchange offer. The Board may defer the date set forth in ," clause (ii) of the preceding sentence (with prompt written notice thereof definition does not apply to the Rights Agent) to a specified later date or to an unspecified later datetender offer commenced by CAI Computer Services Corp. on February 17, each to be determined by action of the Board. 1998.. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(qll(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.the

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board shall determineof 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofthe Company, or the first public announcement any Subsidiary of the intention Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any Person (other than an Exempted Persontrustee or fiduciary with respect to such plan acting in such capacity) to commence, a tender is first published or exchange offer (other than a Permitted Offersent or given within the meaning of Rule 14d-4(a) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the shares of Company Common Stock registered in the names of the record holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(q) hereof11(p), at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.of

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth (10th) Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, or (ii) the close of business on the Record Date), or tenth (ii10th) the Close of business on the tenth Business Day (or such later date as may be determined by action of the majority of the members of the Board shall determineof Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Person) the Company, any Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person such person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (the earlier earliest of (i) and (ii) being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close close of business on the tenth Business Day day after the Stock Share Acquisition Date (or, if the tenth Business Day day after the Stock Share Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close close of business on the tenth Business Day business day (or such later date as the Board of Trustees of the Trust shall determine) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than an any Exempted Person) of, the Trust, any Subsidiary of the Trust, any employee benefit plan of the Trust or of any Subsidiary of the Trust, or any Person organized, appointed or established by the Trust for or pursuant to the terms of any such plan) is first public announcement published or sent or given within the meaning of Rule 14d-2(a) of the intention General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of any Person (other than an Exempted Person) to commence, a tender 10% or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance more of the Rights) Common Shares then outstanding (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock Shares (which certificates for Common Stock Shares shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the CompanyTrust); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the CompanyTrust, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock Share has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company Trust shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board with the concurrence of a majority of the Continuing Trustees) after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close Close of business Business on the Record DateDate (or such later date as may be determined by the Board with the concurrence of a majority of the Continuing Trustees), ) or (ii) the Close of business Business on the tenth Business Day (or such specified or unspecified later date as may be determined by the Board shall determinewith the concurrence of a majority of the Continuing Trustees) after the date of the earlier of commencement that a tender or exchange offer by any Person (other than a Person qualifying as an Exempted PersonExempt Person under clauses (i), (ii) of, or (iii) under the first public announcement definition of Exempt Person herein) has been commenced within the meaning of Rule 14d-2(a) of the intention of any General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person (would become an Acquiring Person, in either instance other than an Exempted Person) pursuant to commence, a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) Qualified Offer (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraphs (b) and (c) of this AgreementSection 3) by the certificates for the Common Stock Shares of the Company registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) Shares of the Company and not by separate certificates, certificates and (y) the Rights will be transferable only in connection with the transfer of the underlying shares Common Shares of Common Stock the Company (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock Shares of the Company as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, certificates in substantially the form of Exhibit B A hereto (the “Rights Certificates”), ) evidencing one Right for each share Common Share of Common Stock the Company so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share Common Share of Common Stock the Company has been made pursuant to Section 11(q11(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day after the Stock Shares Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board shall determineof 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) of, is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule or of the first public announcement of the intention of any Person (other than an Exempted 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 shares of Common Stock for or pursuant to the terms of any such plan) to commence, a tender or exchange offer (other than a Permitted Offer) offer, if upon consummation thereof such Person would be the consummation Beneficial Owner of which would result in any Person becoming an Acquiring Person (including any such date which is on 15% or after the date of this Agreement and prior to the issuance more of the Rights) shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreementhereof) by the certificates for the shares of Common Stock registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the BoardStock. As soon as practicable after the Distribution Date, the Company shall will notify the Rights Agent thereof and the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested and provided with all necessary informationat the expense of the Company, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the shares of Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business on the tenth Business Day after the Stock Shares Acquisition Date or (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, ii) the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day day (or such later date as may be determined by action of the Company's Board shall determineof Directors) after the date of the earlier of commencement by any Person (other than an Exempted Personthe 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 or of any Subsidiary of the Company for or pursuant to the terms of any such plan) of, or of the first public announcement of the intention of any Person (other than an Exempted Personthe 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 or of any Subsidiary of the Company for or pursuant to the terms of any such plan) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any Person becoming an Acquiring Person (including including, in the case of both (i) and (ii), any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (), the earlier of (i) and (ii) such dates being herein referred to as the “"Distribution Date”)", (x) the Rights will be evidenced (subject to the provisions of Section 3(b) of this Agreementhereof) by the certificates for the Common Stock Shares registered in the names of the record holders of the Common Stock thereof (which certificates for Common Stock shall also be deemed also to be certificates for RightsRights Certificates) and not by separate certificatesRights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of the underlying shares of Common Stock Shares (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage postage-prepaid mail, to each record holder of the Common Stock Shares as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each share of Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier earliest of (i) the Close of business on Stock Acquisition Date, (ii) the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the Close of business on the tenth Business Day (or such later date as the Board shall determine) after the date of the earlier of commencement by any Person (other than an Exempted Person) of, or the first public announcement of the intention intent of any Person (other than an Exempted Personthe Company, any subsidiary of the Company, or any employee benefit plan of the Company or any of its subsidiaries or any trustee or administrator of any such plan in its capacity as such) to commencecommence (which intention to commence remains in effect for five Business Days after such announcement), a tender or exchange offer (other than a Permitted Offer) the consummation of which would result in any such Person becoming an Acquiring Person Person, or (iii) twenty Business Days prior to the date on which a Transaction is reasonably expected to become effective or be consummated (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) (; the earlier earliest of (i) and (ii) such dates being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the Common Stock registered in the names of the record holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights (and the right to receive certificates therefor) will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company); provided, however, that if a tender or exchange offer is terminated prior to the occurrence of a the Distribution Date, then no Distribution Date shall occur as a result of such that tender or exchange offer. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close close of business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificatesa certificate for Rights, in substantially the form of Exhibit B hereto (the “"Rights Certificates”"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(q) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.

Issue of Rights Certificates. (a) Until the earlier of (i) the Close of business Business on the tenth Business Day after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or and (ii) the Close of business Business on the tenth Business Day (or such later date as may be determined by action of the Company's Board shall determineof 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 earlier of commencement that a tender or exchange offer by any Person (other than an Exempted Person) ofthe Company, or the first public announcement any Subsidiary of the intention Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any Person (other than an Exempted Persontrustee or fiduciary with respect to such plan acting in such capacity) to commence, a tender is first published or exchange offer (other than a Permitted Offersent or given within the meaning of Rule 14d-4(a) the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is on or after the date of this Agreement and prior to the issuance of the Rights) Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 30% or more of the shares of Company Common Stock then outstanding (the earlier of (i) and (ii) above being herein referred to as the “"Distribution Date”"), (x) the Rights will be evidenced (subject to the provisions of Section 3(bparagraph (b) of this AgreementSection 3) by the certificates for the shares of Company Common Stock registered in the names of the record holders of the shares of Company Common Stock as of and subsequent to the Record Date (which certificates for shares of Company Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Company Common Stock (including a transfer to the Company); 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. The Board may defer the date set forth in clause (ii) of the preceding sentence (with prompt written notice thereof to the Rights Agent) to a specified later date or to an unspecified later date, each to be determined by action of the Board. As soon as practicable after the Distribution Date, the Company shall 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 and provided with all necessary information, send) by first-first class, insured, postage prepaid mail, to each record holder of the shares of Company Common Stock as of the Close of business Business on the Distribution Date, at the address of such holder shown on the registry books for the Common Stock records of the Company, one or more rights certificates, in substantially the form of Exhibit B A hereto (the “"Rights Certificates”"), evidencing one Right for each share of Company Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Company Common Stock has been made pursuant to Section 11(q11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockCertificates.