Common use of Liquidation, Dissolution or Winding Up Clause in Contracts

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon In the event of any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporationaffairs of the Company, no then, before any distribution or payment shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior theretoStock, the holders of the Series G Preferred Stock and any shares of Preferred Stock ranking on a parity therewith as to liquidation shall be entitled to be paid in full the respective amounts of the liquidation preferences thereof, which in the case of the Series A Junior Participating G Preferred Stock shall have received $100 per sharebe the Liquidation Amount, plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether for any period prior to such distribution or payment date that have not declared, been added to the date of Liquidation Amount. If such payment (the "Series A Liquidation Preference"). Following the payment of the shall have been made in full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of the Series A Junior Participating G Preferred Stock unlessand any series of Preferred Stock ranking on a parity therewith as to liquidation, prior thereto, the remaining assets and funds of the Company shall be distributed among the holders of shares Junior Stock, according to their respective rights and preferences and in each case according to their respective shares. If, upon any liquidation, dissolution or winding up of Common Stock shall have received an amount per share (the "Common Adjustment") equal affairs of the Company, the amounts so payable are not paid in full to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect holders of all outstanding shares of the Series A Junior Participating G Preferred Stock and Common Stockany series of Preferred Stock ranking on a parity therewith as to liquidation, respectively, the holders of the Series A Junior Participating G Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other any series of Preferred Stock, if any, Stock ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining therewith as to liquidation shall share ratably in any distribution of assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferencesthe full amounts to which they would otherwise be respectively entitled. In Neither the event, however, that there are not sufficient assets available to permit payment in full consolidation or merger of the Common AdjustmentCompany, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger sale, lease or consolidation conveyance of any other corporation into all or with the Corporation a part of its assets, shall be deemed to be a liquidation, dissolution or winding up of the Corporation affairs of the Company within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning foregoing provisions of this Section 64.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $100 per share, 1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (ii) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (a)(i) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (a)(i) of the meaning foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per received, for each such share, a number of dollars equal to the Adjustment Number, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed to them in the ratio of the Adjustment Number to 1 one with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that If there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that If thereafter there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. Stock (C) Neither subject to the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation rights of any Preferred Stock other corporation into or with than the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6Series A Stock).

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of (1) Series A Junior Participating Preferred Stock and (2) Common Stock, respectively, (a) holders of Series A Junior Participating Preferred Stock and (b) holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such (x) the Series A Junior Participating Preferred Stock and (y) the Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series Class A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series Class A Junior Participating Preferred Stock shall have received for each share of Class A Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 73.00 per share, one one-hundredth of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the aggregate amount to be distributed per share to holders of Common Stock, as the same may be adjusted as hereinafter provided, and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Class A Liquidation Preference"). Following Preferred Stock, unless simultaneously therewith distributions are made ratably on the payment Class A Preferred Stock and all other shares of such parity stock in proportion to the full amount of the Series A Liquidation Preference, no additional distributions shall be made total amounts to which the holders of shares of Series Class A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Class A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple". In the event the Company shall at any time after August 29, 1997, declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Class A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalization with respect to the Common Stock) (such number in clause (ii) being herein referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate shall proportionately share of in the remaining assets to be distributed in the ratio of the Adjustment Number (per share of Preferred Stock) to 1 with respect to such Series A Junior Participating Preferred Stock and (per share of Common Stock, on a per share basis, respectively). (B) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall be deemed at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating One Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating One Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (A) $100 ($1.00 per one one-hundredth of a share, ) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment payment, or (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided, and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferenceOne Preferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series One Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating One Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series One Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In this Section 6event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, or issue any of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing or surviving corporation, then in each such case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series One Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (Ai) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (ia) the Series A Liquidation Preference by (iib) 100 (as appropriately adjusted as set forth in subparagraph (iii) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (b), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 one (1) with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (Bii) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of the Series A Junior Participating Preferred Stock and such parity shares in proportion to their respective liquidation preferences. In the event, however, event that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (Ciii) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall at any time on or after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but such event. (iv) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Corporation's assets , nor the merger, consolidation or statutory share exchange of the Corporation into or with any other corporation or the merger, consolidation or statutory share exchange of any other corporation into or with the Corporation, shall be deemed to be a liquidation, dissolution or winding up of winding-up, voluntary or involuntary, for the Corporation within the meaning purposes of this Section 6Paragraph (e).

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock Shares unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock Shares shall have received $100 per share, share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock Shares unless, prior thereto, the holders of shares of Common Stock (which term shall include, for the purposes only of this Section 5, any series of the Corporation's Preferred Shares ranking on a parity with the Common Shares upon liquidation, dissolution or winding up) shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in Section 7 hereof to reflect such events as share splits, share dividends and recapitalizations with respect to the Common Shares; such number in clause (ii), the "Adjustment Number"). In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Shares. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock Shares and Common StockShares, respectively, holders of Series A Junior Participating Preferred Stock Shares and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, Shares shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 one (1) with respect to such Series A Junior Participating Preferred Stock Shares and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred StockShares, if any, that which rank on a parity with the Series A Junior Participating Preferred StockShares, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon In the event of any liquidation (voluntary or otherwiseother than a liquidation following an M&A Event (as defined below)), dissolution or winding up (either voluntary or involuntary) of the Corporation, no distribution subject to the rights of any series of Preferred Stock or other class of stock of the Corporation whose terms expressly provide that it ranks senior to the Series B-1 Preferred Stock as to dividends and distributions, upon dissolution or winding up of the Corporation (the “Senior Stock”), the holders of Series B-1 Preferred Stock shall be made entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of shares of stock ranking junior (either as to dividends or upon liquidationthe Corporation’s common stock, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received par value $100 0.01 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment share (the "Series A Liquidation Preference"). Following the payment “Common Stock”) and pari passu with any distribution of any of the full amount assets of the Series A Liquidation Preference, no additional distributions shall be made Corporation to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all any other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share Stock or other class of stock of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, Corporation whose terms expressly provide that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that they rank on a parity pari passu with the Series A Junior Participating B-1 Preferred Stock, then such remaining assets shall be distributed ratably Stock as to dividends and distributions upon the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within (“Parity Stock”) by reason of their ownership thereof, an amount per share equal to the meaning sum of this Section 6(i) $22.1171, plus (ii) an amount equal to accrued but unpaid dividends on such share. If upon the saleoccurrence of such event, lease or conveyance the assets and funds to be distributed among the holders of all or substantially all the Corporation's assets Series B-1 Preferred Stock and the Parity Stock shall be deemed insufficient to be a liquidationpermit the payment to such holders of the full aforesaid preferential amounts that such holders are entitled to, dissolution or winding up then, the entire assets and funds of the Corporation within remaining legally available for distribution shall be distributed ratably among the meaning holders of this the Series B-1 Preferred Stock and the Parity Stock in proportion to their respective liquidation preferences. The Corporation shall mail to each holder of Series B-1 Preferred Stock, at least ten (10) days prior to any liquidation event, a notice setting forth the date on which such event is expected to become effective and the type and amount of anticipated proceeds per share of Common Stock to be distributed with respect thereto and shall afford each such holder the opportunity to convert such shares of Series B-1 Preferred Stock into Common Stock pursuant to Section 65 (conditional upon the consummation of such liquidation event) prior to the consummation thereof.

Liquidation, Dissolution or Winding Up. (A) a. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share shares of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) b. In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably ratable to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalization with respect to the Common Stock) (such number in clause (ii) being herein referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A B Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A B Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate shall proportionately share of in the remaining assets to be distributed in the ratio of the Adjustment Number (per share of Preferred Stock) to 1 with respect to such Series A Junior Participating Preferred Stock and (per share of Common Stock, on a per share basis, respectively). (B) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A B Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall be deemed at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company ranking prior and superior to the Series C Participating Preferred Stock with respect to liquidation, upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior C Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior C Participating Preferred Stock shall have received $100 200.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A C Liquidation Preference"). Following the payment of the full amount of the Series A C Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior C Participating Preferred Stock Stock, unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A C Liquidation Preference by (ii) 200 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock dividends, and subdivisions, combinations and consolidations with respect to the Common Stock) (such number in clause (ii) being referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A C Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior C Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior C Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior C Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A C Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior C Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger event the Company shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the Corporation outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or with another corporation nor lesser number of shares of Common Stock, then in each such case the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 per share, 250,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 1,000 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple". In the event the Company shall at any time after January 12, 1998 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon Subject to the prior and superior rights of holders of any liquidation shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with respect to rights upon liquidation, dissolution or winding up (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Capital Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Capital Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of Series A Preferred Stock and the holders of such parity shares in proportion to in their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Capital Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating D Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating D Preferred Stock shall have received for each share of Series D Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 per share, 30,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 1000 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferenceD Preferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series D Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating D Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series D Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple”. In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series D Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (A) $100 100.00 per share, share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment payment, or (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided, and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple". In the event the Company shall at any time after December 15, 1999 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then in each such case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation (voluntary or otherwise)the occurrence of a liquidation, dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either Holders as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount record date established by the Board for determination of the Series A Liquidation Preference, no additional distributions shall be made stockholders entitled to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment receive a distribution in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within Corporation, as applicable (the meaning "Record Date"), shall be paid in cash for each share of this Section 6Series D Preferred Stock then held, out of, but only to the saleextent of, lease the assets of the Corporation legally available for distribution to its stockholders, before any payment or conveyance distribution is made in respect of any Junior Securities, the greater of (i) an amount equal to the sum of (A) the Original Liquidation Preference (as defined below) (as adjusted for any stock split, combination, reclassification or similar event involving the Series D Preferred Stock), plus (B) the monthly addition to the Accrued Liquidation Preference pursuant to Section 3(a) hereof and, (C) without duplication of any amounts referred to in the preceding clause (B), all or substantially accrued and unpaid dividends on such shares of Series D Preferred Stock (such sum, the "Accrued Liquidation Preference") on the date of such payment in respect of the Series D Preferred Stock, and (ii) the amount per share that would be payable to a Holder had all shares of Series D Preferred Stock been converted to shares of Common Stock pursuant to Section 7 hereof immediately prior to the Corporation's assets shall be deemed to be a occurrence of such liquidation, dissolution or winding up up. If the assets of the Corporation within available for distribution to the meaning Holders shall be insufficient to permit payment in full to such Holders of this Section 6the aggregate amount payable pursuant to the preceding sentence, then all of the assets available for distribution to the Holders shall be distributed among and paid to such Holders ratably in proportion to the amounts that would be payable to such Holders if such assets were sufficient to permit payment in full. As used herein, the "Original Liquidation Preference" shall mean $1,000.00 per share of Series D Preferred Stock.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock Stock, Series D, unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock Stock, Series D, shall have received $100 1000 per share, share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A D Liquidation Preference"). Following the payment of the full amount of the Series A D Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock Stock, Series D, unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A D Liquidation Preference by (ii) 1000 (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A D Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectivelySeries D, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A D Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, Series D, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon Subject to the prior and superior rights of holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with respect to rights upon liquidation (voluntary or otherwise), dissolution or winding up, the holders of the shares of Series A Preferred Stock, in preference to the holders of Common Stock and any Junior Stock, shall be entitled to receive upon such liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 1,000.00 per share, plus an amount equal to accrued and any unpaid dividends and distributions thereon, whether or not declared, thereon to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions distribution shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Capital Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1000 (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Capital Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 one (1) with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the aggregate amount of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Parity Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares Series A Preferred Stock and Parity Stock in proportion to their respective aggregate liquidation preferences. In After payment of the eventSeries A Liquidation Preference, however, in the event that there are not sufficient assets available to permit payment in full of the Common aggregate amount of the Capital Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall be deemed at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock (by reclassification or otherwise), or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets such event shall be deemed adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. Certain Mergers, Consolidations and Asset Sales (Aa) Upon In the event of any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no the assets of the Company available for distribution to its shareholders, and in the event of a Deemed Liquidation Event, the consideration payable to shareholders in such Deemed Liquidation Event or out of the Available Proceeds, as applicable, shall be made distributed among the holders of the outstanding Shares in the following order and manner: (i) In priority and in preference to any payment to the holders of shares of stock ranking junior (either as to dividends or upon liquidationClass A-2 Ordinary Shares, dissolution or winding up) to the Series Class A-1 Ordinary Shares, Class A Junior Participating Preferred Stock unless, prior theretoOrdinary Shares and Class B Ordinary Shares, the holders of shares of Series A Junior Participating Preferred Stock Shares then outstanding shall have received $100 per sharebe entitled to be paid, plus pari passu as between themselves, an amount per Share equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount 100% of the Series A Liquidation PreferenceOriginal Issue Price (as adjusted), no additional distributions shall be made to the holders of shares of plus all declared but unpaid dividends (if applicable) on such Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share Share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the “Series A Liquidation Preference by (ii) Amount”). If the Adjustment Number. Following assets and funds thus distributed among the payment of the full amount holders of the Series A Liquidation Preference and Preferred Shares shall be insufficient to permit the Common Adjustment in respect payment to such holders of all outstanding shares of the full Series A Junior Participating Preferred Stock Liquidation Amount, then the entire assets and Common Stock, respectively, funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject Shares in proportion to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such aggregate Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively.Liquidation Amount each such holder is otherwise entitled to receive pursuant to this Article 20(a)(i); (Bii) In after the event, however, that there are not sufficient assets available to permit distribution or payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Amount for each Series A Junior Participating Preferred StockShare pursuant to Article 20(a)(i), the holders of Class A-2 Ordinary Shares then outstanding shall be entitled to be paid, pari passu as between themselves, an amount per Share equal to 100% of the applicable Class A-2 Original Issue Price (as adjusted), plus all declared but unpaid dividends (if applicable) on such Class A-2 Ordinary Share (the “Class A-2 Liquidation Amount”) in priority and in preference to any payment to holders of the Class A-1 Ordinary Shares, Class A Ordinary Shares and Class B Ordinary Shares. If the assets and funds thus distributed among the holders of the Class A-2 Ordinary Shares shall be insufficient to permit the payment to such holders of the full Class A-2 Liquidation Amount, then such remaining the entire assets and funds of the Company legally available for distribution shall be distributed ratably to among the holders of such parity shares the Class A-2 Ordinary Shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available aggregate Class A-2 Liquidation Amount each such holder is otherwise entitled to permit receive pursuant to this Article 20(a)(ii); (iii) after the distribution or payment in full of the Common AdjustmentSeries A Liquidation Amount for each Series A Preferred Share and the Class A-2 Liquidation Amount for each Class A-2 Ordinary Share pursuant to Article 20(a)(i) and Article 20(a)(ii), the holders of Class A-1 Ordinary Shares then outstanding shall be entitled to be paid, pari passu as between themselves, an amount per Share equal to 100% of the applicable Class A-1 Original Issue Price (as adjusted), plus all declared but unpaid dividends (if applicable) on such Class A-1 Ordinary Share (the “Class A-1 Liquidation Amount”) in priority and in preference to any payment to holders of the Class A Ordinary Shares and Class B Ordinary Shares. If the assets and funds thus distributed among the holders of the Class A-1 Ordinary Shares shall be insufficient to permit the payment to such holders of the full Class A-1 Liquidation Amount, then such remaining the entire assets and funds of the Company legally available for distribution shall be distributed ratably to among the holders of Common Stock.the Class A-1 Ordinary Shares in proportion to the aggregate Class A-1 Liquidation Amount each such holder is otherwise entitled to receive pursuant to this Article 20(a)(iii); and (Civ) Neither if there are any assets or funds remaining after the merger or consolidation aggregate of the Corporation into Series A Liquidation Amount, Class A-2 Liquidation Amount and Class A-1 Liquidation Amount has been distributed or with another corporation nor paid in full to the merger or consolidation applicable holders of any other corporation into or with Series A Preferred Shares, Class A-2 Ordinary Shares, Class A-1 Ordinary Shares, respectively, the Corporation holders of the Series A Preferred Shares, Class A-1 Ordinary Shares, Class A-2 Ordinary Shares, Class A Ordinary Shares and Class B Ordinary Shares shall be deemed entitled to be a liquidationpaid, dissolution or winding up pari passu as between themselves, an amount per Share equal to the remaining assets and funds of the Corporation within Company available for distribution to the meaning Shareholders divided by the number of this Section 6, but Shares held by such Shareholders on an as converted basis (the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6“Remaining Liquidation Amount”).

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 per share, 35.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 1,000 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple". In the event the Company shall at any time after May 10, 1999 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (A) $100 1.00 per share, one one-hundredth (1/100) of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferenceParticipating Preferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Participating Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Participating Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6.the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating One Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating One Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (A) $100 ($1.00 per one one-hundredth of a share, ) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment payment, or (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided, and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferenceOne Preferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series One Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating One Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series One Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6.the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior to the Series A Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received received, subject to adjustment as hereinafter provided, the greater of (A) $100 1,000 ($1.00 per one one-thousandth of a share, ) plus an amount equal to accrued all accumulated and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment payment, and (B) the "Series A Liquidation Preference"). Following amount equal to 1,000 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided, or (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full which holders of the Common Adjustment, then such remaining assets Series A Preferred Stock shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount," and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6.the Participating Liquidation Amount, which shall be 1,000 but may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "

Liquidation, Dissolution or Winding Up. (A) Upon Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company ranking prior and superior to the Series __ Junior Participating Cumulative Preferred Stock with respect to liquidation, upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A __ Junior Participating Cumulative Preferred Stock unless, prior thereto, the holders of shares of Series A __ Junior Participating Cumulative Preferred Stock shall have received $100 ______ per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "“Series A __ Liquidation Preference"”). Following the payment of the full amount of the Series A __ Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A __ Junior Participating Cumulative Preferred Stock Stock, unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "“Common Adjustment"”) equal to the quotient obtained by dividing (i) the Series A __ Liquidation Preference by (ii) ______ (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock dividends, and subdivisions, combinations and consolidations with respect to the Common Stock) (such number in clause (ii) being referred to as the “Adjustment Number”). Following the payment of the full amount of the Series A __ Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A __ Junior Participating Cumulative Preferred Stock and Common Stock, respectively, holders of Series A __ Junior Participating Cumulative Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A __ Junior Participating Cumulative Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A __ Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A __ Junior Participating Cumulative Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger event the Company shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the Corporation outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or with another corporation nor lesser number of shares of Common Stock, then in each such case the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating D Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating D Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (A) $100 per share, one one-hundredth (1/100) share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferenceD Preferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series D Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating D Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series D Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6.the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "

Liquidation, Dissolution or Winding Up. (A) Upon Subject to the prior and superior rights of holders of any liquidation shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with respect to rights upon liquidation, dissolution or winding up (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends dividends, or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Capital Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Capital Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of Series A Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common capital Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall be deemed at any time after March 3, 2000 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. In the event of the voluntary or involuntary liquidation of the Corporation the “preferential amount” that the holders of the Series A Shares shall be entitled to receive out of the assets of the Corporation shall be $0.10 per share plus all accrued and unpaid dividends thereon. (A1) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock Shares unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock Shares shall have received $100 0.10 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "“Series A Liquidation Preference"”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock Shares unless, prior thereto, the holders of shares of Common Stock common stock shall have received an amount per share (the "“Common Adjustment"”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (3) of this Section C to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock Shares and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock Shares and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 one with respect to such the Series A Junior Participating Preferred Stock Shares and Common Stock, on a per share basis, respectively. (B2) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that rank on a parity with the Series A Junior Participating Preferred StockShares, then all such remaining available assets shall be distributed ratably to the holders of the Series A Shares and the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then any such remaining assets shall be distributed ratably to the holders of Common Stock. (C3) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall be deemed at any time after the first issuance of any Series A Share (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (liquidation, dissolution or winding‑up of the Corporation, voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding upwinding‑up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment"“Series B Junior Liquidation Preference”) equal to an amount per share, subject to the quotient obtained provision for adjustment hereinafter set forth, equal to 1,000 multiplied by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full aggregate amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and to be distributed per share to holders of shares of Common Stock shall, subject plus an amount equal to any accrued and unpaid dividends. In the prior rights event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on or effect a per share basissubdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, respectivelythen in each such case the aggregate amount to which holders of shares of Series B Junior Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) In the event, however, that If there are not sufficient assets available to permit payment in full of the Series A B Junior Liquidation Preference and the liquidation preferences of all other classes and series of Preferred Stockstock of the Corporation, if any, that rank on a parity with the Series A B Junior Participating Preferred StockStock in respect thereof, then the assets available for such remaining assets distribution shall be distributed ratably to the holders of the Series B Junior Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation entity nor the merger or consolidation of any other corporation entity into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up winding‑up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationPartnership, no distribution shall be made to the holders of shares of stock units ranking junior (either as to dividends distributions or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock Units unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock Units shall have received (i) $100 55,000 per shareUnit, plus an amount equal to (ii) any unpaid distributions accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "“Series A Liquidation Preference"”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock Units unless, prior thereto, the holders of shares of Common Stock Class A and Class B Units shall have received an amount per share unit (the "“Common Adjustment"”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as unit splits, unit distributions and recapitalizations with respect to the Class A and Class B Units) (such number in clause (ii) immediately above as so adjusted being referred to as the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock Units and Common StockClass A and Class B Units, respectively, holders of Series A Junior Participating Preferred Stock Units and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, Class A and Class B Units shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 one (1) with respect to such Series A Junior Participating Preferred Stock Units and Common StockClass A and Class B Units, on a per share unit basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred units, if any, that which rank on a parity with the Series A Junior Participating Preferred StockUnits, then such remaining assets shall be distributed ratably to the holders of such parity shares Parity Units in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common StockClass A and Class B Units. (C) Neither In the merger event the Partnership shall at any time after the Rights Declaration Date (i) declare any distribution on Class A Units or consolidation Class B Units payable in Class A Units or Class B Units, (ii) subdivide the outstanding Class A Units or Class B Units, or (iii) combine the outstanding Class A Units or Class B Units into a smaller number of units, then in each such case the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of Class A and Class B Units outstanding immediately after such event and the denominator of which is the number of Class A and Class B Units that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "“Series A Liquidation Preference"”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "“Common Adjustment"”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (c) below to reflect such events as stock splits, stock dividends and recapitalization with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (Bb) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (Cc) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall be deemed at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "“Series A Liquidation Preference"”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "“Common Adjustment"”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the Corporation outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or with another corporation nor lesser number of shares of Common Stock, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (D) Neither the consolidation, merger or consolidation other business combination of the Corporation with or into any other corporation into the sale, lease, exchange or with conveyance of all or any part of the property, assets or business of the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning for purposes of this Section 6.

Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1000 (as appropriately adjusted as set forth in subparagraph (c) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 one with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (Bb) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (Cc) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall be deemed at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon Subject to the prior and superior rights of holders of any liquidation shares of any series of Preferred Stock ranking prior and superior to the shares of Series 1 Preferred Stock with respect to rights upon liquidation, dissolution or winding up (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating 1 Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating 1 Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment payment, plus an amount equal to the greater of (1) $100 per share, or (2) an aggregate amount per share equal to 100 times the aggregate amount to be distributed per share to the holders of Common Stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series 1 Preferred Stock, except distributions made ratably on the Series 1 Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up (the "Series A 1 Liquidation Preference"). Following the payment of the full amount of the Series A 1 Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of 1 Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A 1 Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating 1 Preferred Stock, then such remaining assets shall be distributed ratably to the holders of Series 1 Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Capital Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (A) $100 1.00 per share, one one- thousandth (1/1000) of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 1,000 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6.the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $100 1,000 per shareshare of Series A Junior Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment to the holders of shares of Series A Junior Participating Preferred Stock (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall be deemed at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received $100 100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A B Liquidation Preference"). Following the payment of the full amount of the Series A B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A B Junior Participating Preferred Stock Stock, unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A B Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (C) of this Section 6 to reflect such events as stock dividends, and subdivisions, combinations and consolidations with respect to the Common Stock) (such number in clause (ii) being referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A B Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A B Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A B Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A B Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A B Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger event the Company shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the Corporation outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or with another corporation nor lesser number of shares of Common Stock, then in each such case the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 per share, 1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 1,000 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple". In the event the Company shall at any time after August 16, 1999 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior B Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior B Participating Preferred Stock shall have received $100 per share, the greater of 10,000 times $1.00 or 10,000 times the payment proposed to be made per share of Common Stock pursuant to the second sentence of this Section 6(a), plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A B Liquidation Preference"). Following the payment of the full amount of the Series A B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior B Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A B Liquidation Preference by (ii) 10,000 (as appropriately adjusted as set forth in subparagraph (c) below to reflect such events as stock splits, stock dividends and recapitalization with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior B Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior B Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (Bb) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A B Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that which rank on a parity with the Series A Junior B Participating Preferred Stock, Stock then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (Cc) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall be deemed at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, by reclassification or otherwise, then in each such case the Adjustment Number in effect immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of Common Stock or any other stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred B Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred B Stock shall have received $100 100.00 per share, share plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment distribution (the "“Series A B Liquidation Preference"”). Following the payment of the full amount of the Series A B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred B Stock unless, prior thereto, the holders of shares of Common Stock (which term shall include, for the purposes only of this Section 6, any Series of the Corporation’s Preferred Stock ranking on a parity with the Common Stock upon liquidation, dissolution or winding up) shall have received an amount per share (the "“Common Adjustment"”) equal to the quotient obtained by dividing (i) the Series A B Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference 100 (as appropriately adjusted as set forth in Section 8 hereof to reflect such events as stock splits, stock dividends and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 recapitalizations with respect to such Series A Junior Participating Preferred Stock and the Common Stock; such number in this clause (ii), on a per share basisas the same may be adjusted from time to time, respectively. (B) In is hereinafter referred to as the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences“Adjustment Number”. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such any remaining assets shall be distributed ratably to the holders of Common Stock. Following the payment of the full amount of the Series B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series B Stock and Common Stock, respectively, holders of shares of Series B Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of any remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Series B Stock and Common Stock, on a per share basis, respectively. (Cb) Neither In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other Series of preferred stock, if any, which rank on a parity with the Series B Stock, then any remaining assets shall be distributed ratably to the holders of the Series B Stock and the holders of such parity stock in proportion to their respective liquidation preferences. (c) None of the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into entity, the sale of all or with substantially all of the property and assets of the Corporation or the distribution to the stockholders of the Corporation of all or substantially all of the consideration for such sale, unless such consideration (apart from the assumption of liabilities) or the net proceeds thereof consists substantially entirely of cash, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6. (d) Each share of Series B Stock shall stand on a parity with each share of Series B Stock or any other Series of the same class of preferred stock upon voluntary or involuntary liquidation, dissolution or distribution of assets or winding up of the Corporation.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 ______ per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted in accordance with subparagraph C below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii) is hereinafter referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share, on a per share basis, of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall be deemed at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company ranking prior and superior to the Series C Junior Participating Preferred Stock with respect to liquidation, upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A C Junior Participating Preferred Stock shall have received $100 100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A C Liquidation Preference"). Following the payment of the full amount of the Series A C Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A C Junior Participating Preferred Stock Stock, unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A C Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock dividends, and subdivisions, combinations and consolidations with respect to the Common Stock) (such number in clause (ii) being referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A C Liquidation Preference and the Common Adjustment in respect of all 5 outstanding shares of Series A C Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A C Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A C Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A C Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A C Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger event the Company shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the Corporation outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or with another corporation nor lesser number of shares of Common Stock, then in each such case the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made be (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 per share, 1,500.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple". In the event the Company shall at any time after June 22, 1998 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company ranking prior and superior to the Series A Junior Participating Preferred Stock with respect to liquidation, upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 10,000.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock Stock, unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 10,000 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock dividends, and subdivisions, combinations and consolidations with respect to the Common Stock) (such number in clause (ii) being referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger event the Company shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the Corporation outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or with another corporation nor lesser number of shares of Common Stock, then in each such case the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, Shares unless the holders of shares of Series A Junior Participating Preferred Stock Shares shall have received received, subject to adjustment as hereinafter provided, (A) $100 100.00 per share, share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment payment, or (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Shares, as the full amount of the Series A Liquidation Preferencesame may be adjusted as hereinafter provided, no additional distributions shall be made and (ii) to the holders of shares of Series A Junior Participating Preferred Stock unlessranking on a parity upon liquidation, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) dissolution or winding up with the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of Preferred Shares, unless simultaneously therewith distributions are made ratably on the Series A Liquidation Preference Preferred Shares and all other such parity stock in proportion to the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, total amounts to which the holders of Series A Junior Participating Preferred Stock Shares are entitled under clause (i)(A) of this sentence and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Shares may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of Common Shares upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple”. If the Company shall at any time after May 19, 2008 declare or pay any dividend on Common Shares payable in Common Shares, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding Common Shares into a greater or lesser number of Common Shares, then in each such case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Shares shall be entitled after such event shall be the Liquidation Multiple applicable immediately before such event multiplied by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately before such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (A) $100 65 per share, one one-hundredth (1/100) share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple." In the event the Company shall at any time after October 15, 1998 (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, or (iii) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is continuing or surviving corporation), then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Special Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Special Stock shall have received $100 200 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Special Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 200 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Special Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Special Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Special Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockstock, if any, that which rank on a parity with the Series A Junior Participating Preferred Special Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger event the Corporation shall at any time after the Rights Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the Corporation outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or with another corporation nor lesser number of shares of Common Stock, then in each such case the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (Aa) Upon In the event of any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, after and subject to the payment in full of all amounts required to be distributed to the holders of any other Preferred Stock of the Corporation ranking on liquidation prior and in preference to the Series A hereinafter as "Senior Preferred Stock") upon such liquidation, dissolution or winding up, but before any payment shall be made to the holders of shares Junior Stock, an amount equal to $10.00 per share (subject to adjustment in the event of any, dividend, stock ranking junior (either split, stock distribution or combination with respect to such shares), plus any accrued but unpaid dividends as to dividends of the date of such liquidation, dissolution or winding-up. If upon any such liquidation, dissolution or winding up) up of the Corporation the remaining assets of the Corporation available for the distribution to its stockholders after payment in full of amounts required to be paid or distributed to holders of Senior Preferred Stock shall be insufficient to pay the holders of shares of Series A Junior Participating Preferred Stock unless, prior theretothe full amount to which they shall be entitled, the holders of shares of Series A Junior Participating Preferred Stock Stock, and any class of stock ranking on liquidation on a parity with the Series A Preferred Stock, shall have received $100 per share, plus an amount equal to accrued share ratably in any distribution of the remaining assets and unpaid dividends and distributions thereon, whether or not declared, funds of the Corporation in proportion to the date of respective amounts which would otherwise be payable in respect to the shares held by them upon such payment distribution if all amounts payable on or with respect to said shares were paid in full. (the "Series A Liquidation Preference"). Following b) After the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall all preferential amounts required to be made paid to the holders of shares of Senior Preferred Stock and Series A Junior Participating Preferred Stock unlessand any other series of Preferred Stock upon the dissolution, prior theretoliquidation or winding up of the Corporation, the holders of shares of Common Stock then outstanding shall have received an amount per share (the "Common Adjustment") equal be entitled to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio and funds of the Adjustment Number Corporation available for distribution to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectivelyits stockholders. (Bc) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the The merger or consolidation of the Corporation into or with another corporation nor corporation, the merger or consolidation of any other corporation into or with the Corporation, or the sale, conveyance, mortgage, pledge or lease of all or substantially all the assets of the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning for purposes of this Section 63, but unless waived by the sale, lease or conveyance holders of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up majority of the Corporation within then outstanding shares of Series A Preferred Stock or unless, as of the meaning date immediately preceding such merger or consolidation, the Market Price is such that the outstanding shares of this Series A Preferred Stock would be otherwise redeemable pursuant to Section 68(b) hereof, notwithstanding that such merger or consolidation occurs prior to ____________ [the third anniversary of the Second Closing Date].

Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of Common Stock or any other stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred B Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred B Stock shall have received $100 10.00 per share, share plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment distribution (the "Series A B Liquidation Preference"). Following the payment of the full amount of the Series A B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred B Stock unless, prior thereto, the holders of shares of Common Stock (which term shall include, for the purposes only of this Section 6, any series of the Corporation's Preferred Stock ranking on a parity with the Common Stock upon liquidation, dissolution or winding up) shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A B Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference ii 10 (as appropriately adjusted as set forth in Section 8 hereof to reflect such events as stock splits, stock dividends and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 recapitalizations with respect to such Series A Junior Participating Preferred Stock and the Common Stock; such number in this clause (ii), on a per share basisas the same may be adjusted from time to time, respectively. (B) In is hereinafter referred to as the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences"Adjustment Number". In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such any remaining assets shall be distributed ratably to the holders of Common Stock. Following the payment of the full amount of the Series B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series B Stock and Common Stock, respectively, holders of shares of Series B Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of any remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Series B Stock and Common Stock, on a per share basis, respectively. (Cb) Neither In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series B Stock, then any remaining assets shall be distributed ratably to the holders of the Series B Stock and the holders of such parity stock in proportion to their respective liquidation preferences. (c) None of the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into entity, the sale of all or with substantially all of the property and assets of the Corporation or the distribution to the stockholders of the Corporation of all or substantially all of the consideration for such sale, unless such consideration (apart from the assumption of liabilities) or the net proceeds thereof consists substantially entirely of cash, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6. (d) Each share of Series B Stock shall stand on a parity with each other share of Series B Stock or any other series of the same class of preferred stock upon voluntary or involuntary liquidation, dissolution or distribution of assets or winding up of the Corporation.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (D) Neither the consolidation, merger or other business combination of the Corporation with or into or with another any other corporation nor the merger sale, lease, exchange or consolidation conveyance of all or any other corporation into part of the property, assets or with business of the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning for purposes of this Section 6.

Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of Common Stock or any other stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred B Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred B Stock shall have received $100 100.00 per share, share plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A B Liquidation Preference"). Following the payment of the full amount of the Series A B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred B Stock unless, prior thereto, the holders of shares of Common Stock (which term shall include, for the purposes only of this Section 6, any series of the Corporation's Preferred Stock ranking on a parity with the Common Stock upon liquidation, dissolution or winding up) shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A B Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference 100 (as appropriately adjusted as set forth in Section 8 hereof to reflect such events as stock splits, stock dividends and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 recapitalizations with respect to such Series A Junior Participating Preferred Stock and the Common Stock; such number in this clause (ii), on a per share basisas the same may be adjusted from time to time, respectively. (B) In is hereinafter referred to as the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences"Adjustment Number". In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such any remaining assets shall be distributed ratably to the holders of Common Stock. Following the payment of the full amount of the Series B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series B Stock and Common Stock, respectively, holders of shares of Series B Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of any remaining assets to be distributed in the ratio of the Adjustment Number to one (1) with respect to such Series B Stock and Common Stock, on a per share basis, respectively. (Cb) Neither In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series B Stock, then any remaining assets shall be distributed ratably to the holders of the Series B Stock and the holders of such parity stock in proportion to their respective liquidation preferences. (c) None of the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into entity, the sale of all or with substantially all of the property and assets of the Corporation or the distribution to the stockholders of the Corporation of all or substantially all of the consideration for such sale, unless such consideration (apart from the assumption of liabilities) or the net proceeds thereof consists substantially entirely of cash, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6. (d) Each share of Series B Stock shall stand on a parity with each other share of Series B Stock or any other series of the same class of Preferred Stock upon voluntary or involuntary liquidation, dissolution or distribution of assets or winding up of the Corporation.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating B Preferred Stock unlessShares including, prior theretofor greater certainty, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred StockShares and the Common Shares of the Company, then unless the holders of Series B Preferred Shares shall have received, subject to adjustment as provided in Section 8, an amount equal to the Series B Original Issue Price per share plus an amount equal to accumulated and unpaid dividends and distributions thereon to the date of such remaining assets shall be distributed payment, and (ii) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series B Preferred Shares, unless simultaneously therewith distributions are made ratably on the Series B Preferred Shares and all other such parity stock in proportion to the total amounts to which the holders of Series B Preferred Shares are entitled under clause (i) of this sentence and to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series B Preferred Shares may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed Company pursuant to be a liquidation, dissolution or winding up clause (i) of the Corporation within foregoing sentence is hereinafter referred to as the meaning of this Section 6“Liquidation Amount.”

Liquidation, Dissolution or Winding Up. (A1) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock Shares unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock Shares shall have received an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provisions for adjustment set forth in the last sentence of Section a(1) above, 100 times the aggregate per shareshare amount to be distributed to the holders of Common Stock, plus in each case an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series SERIES A Liquidation PreferenceLIQUIDATION PREFERENCE"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock Shares unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common AdjustmentCOMMON ADJUSTMENT") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (3) of this Section c to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Adjustment NumberCommon Stock) (such number in clause (ii), the "ADJUSTMENT NUMBER"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment Adjust ment in respect of all outstanding Series A Shares and shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock Shares and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 one with respect to such the Series A Junior Participating Preferred Stock Shares and the shares of Common Stock, on a per share basis, respectively. (B2) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation liquida tion preferences of all other series of Preferred Stockpreferred stock, if any, that rank on a parity with the Series A Junior Participating Preferred StockShares, then all such remaining available assets shall be distributed distri buted ratably to the holders of the Series A Shares and the holders of such parity shares in proportion to their respective liquidation preferences. . (3) In the eventevent the Corporation shall at any time after March 17, however, that there are not sufficient assets available to permit payment 1997 (i) declare any dividend on Common Stock payable in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders shares of Common Stock. , (Cii) Neither subdivide the merger outstanding Common Stock or consolidation (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immedi ately after such event and the denominator of which is the number of shares of Common Stock that were out standing immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. In the event of the voluntary or involuntary liquidation of the Corporation the "preferential amount" which the holders of the Series B Shares shall be entitled to receive out of the assets of the Corporation shall be $100.00 per share plus all accrued and unpaid dividends thereon. (A1) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock B Shares unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock B Shares shall have received $100 100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A B Liquidation Preference"). Following the payment of the full amount of the Series A B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock B Shares unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A B Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (3) of this Section c to reflect such events as stock splits, stock dividends and recapitalization with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock B Shares and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock B Shares and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 one with respect to such the Series A Junior Participating Preferred Stock B Shares and Common Stock, on a per share basis, respectively. (B2) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A B Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating Preferred StockB Shares, then all such remaining available assets shall be distributed ratably to the holders of the Series B Shares and the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.Common

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A G Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A G Junior Participating Preferred Stock shall have received $100 for each share of Series G Junior Preferred Stock, subject to adjustment as hereinafter provided, (A) Two dollars (US$2.00) per share, one one-hundredth (1/100) of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to one hundred (100) times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided, and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferenceG Junior Preferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series G Junior Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A G Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series G Junior Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple." In the event the Company shall at any time after November 9, 2001 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series G Junior Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) junior to the Series A Junior B Participating Preferred Cumulative Preference Stock unless, prior thereto, the holders of shares of Series A Junior B Participating Preferred Cumulative Preference Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A B Liquidation Preference"). Following the payment of the full amount of the Series A B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior B Participating Preferred Cumulative Preference Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A B Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior B Participating Preferred Cumulative Preference Stock and Common Stock, respectively, holders of Series A Junior B Participating Preferred Cumulative Preference Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Cumulative Preference Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A B Liquidation Preference and the liquidation preferences of all other series of Preferred Cumulative Preference Stock, if any, that which rank on a parity with the Series A Junior B Participating Preferred Cumulative Preference Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, Adjustment then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or consolidation (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (D) Notwithstanding anything contained herein to the contrary, and so long as Paragraph (2)(i) of Article IV of the Corporation into or with another corporation nor Restated Certificate of Incorporation shall so require, the merger or consolidation aggregate involuntary liquidation value of all shares of Cumulative Preference Stock outstanding at any time shall not exceed $300,000,000 and the aggregate involuntary liquidation value of all shares of Series B Participating Cumulative Preference Stock outstanding at any time shall not exceed an amount equal to (i) $300,000,000, minus (ii) the aggregate involuntary liquidation value of all shares of any other corporation into or series of Cumulative Preference Stock then outstanding. The aggregate involuntary liquidation value of the Series B Participating Cumulative Preference Stock otherwise payable shall be reduced, if necessary, to comply with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6preceding sentence.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating F Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating F Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (A) $100 1,000 ($1.00 per one one-thousandth of a share, ) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment payment, or (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 1,000 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided, and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferenceF Preferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series F Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating F Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series F Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple". In this Section 6event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, or issue any of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Corporation is the continuing or surviving corporation, then in each such case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series F Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 per share, 11,500 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the aggregate amount to be distributed per share to holders of Common Stock or Class A Liquidation Preference"). Following Common Stock, as the payment same may be adjusted as hereinafter provided and (ii) to the holders of the full amount of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock and Class A Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple". In the event the Company shall at any time after December 22, 1997 declare or pay any dividend on Common Stock and Class A Common Stock payable in shares of Common Stock and Class A Common Stock, respectively, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock and Class A Common Stock into a greater or lesser number of shares of Common Stock and Class A Common Stock, respectively, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock and Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock and Class A Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating H Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating H Preferred Stock shall have received $100 1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A H Liquidation Preference"). Following the payment of the full amount of the Series A H Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating H Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A H Liquidation Preference by (ii) 400 (as appropriately adjusted as set forth in subparagraph (c) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A H Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating H Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating H Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (Bb) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A H Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating Preferred StockH Preferred, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (Cc) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall be deemed at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (Ai) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (iA) the Series A Liquidation Preference by (iiB) 100 (as appropriately adjusted as set forth in subparagraph (iii) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (B), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 one (1) with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (Bii) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of the Series A Junior Participating Preferred Stock and such parity shares in proportion to their respective liquidation preferences. In the event, however, event that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (Ciii) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall at any time (A) declare any dividend on Common Stock payable in shares of Common Stock, (B) subdivide the outstanding Common Stock, or (C) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but such event. (iv) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Corporation's assets , nor the merger, consolidation or statutory share exchange of the Corporation into or with any other corporation or the merger, consolidation or statutory share exchange of any other corporation into or with the Corporation, shall be deemed to be a liquidation, dissolution or winding up of winding-up, voluntary or involuntary, for the Corporation within the meaning purposes of this Section 65.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating B Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating B Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (A) $100 20.00 per share, one one-thousandth (1/1000) of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 1,000 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferenceB Preferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series B Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating B Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series B Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6.the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 250.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"), plus the Series A Pro Rata Liquidation Preference, as defined below. The "Series A Pro Rata Liquidation Preference" means the ratable and proportionate share of the assets to be distributed to the holders of Series A Preferred Stock after subtracting (i) the amount of the Series A Liquidation Preference to be distributed to the holders of shares of Series A Preferred Stock as provided in the previous sentence and (ii) the amount of the Common Adjustment to be distributed to the holders of shares of Common Stock, as provided in the next sentence, in the ratio of the Adjustment Number (as defined below) to one (1) with respect to all outstanding shares of Preferred Stock and Common Stock, on a per share basis, respectively. Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to Preference and the holders of shares of Series A Junior Participating Preferred Stock unless, prior theretoPro Rata Liquidation Preference, the holders of shares of Common Stock shall have received receive an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) one thousand (1,000) (as appropriately adjusted as set forth in paragraph (C) of this Section to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii) immediately above being referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference, the Series A Pro Rata Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectivelydistributed. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior to the Series A Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per sharereceived, plus an subject to adjustment as hereinafter provided, the amount equal to accrued and unpaid dividends and distributions thereon1,000 times the aggregate amount to be distributed per share to holders of Common Stock, whether as the same may be adjusted as hereinafter provided, or not declared, (ii) to the date holders of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal are entitled and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full which holders of the Common Adjustment, then such remaining assets Series A Preferred Stock shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount," and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6.the Participating Liquidation Amount, which shall be 1,000 but may be adjusted from time to time as hereinafter provided, is hereinafter referred to

Liquidation, Dissolution or Winding Up. (A) a. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock Shares unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock Shares shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "“Series A Liquidation Preference"”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock Shares unless, prior thereto, the holders of shares of Class A Common Stock Shares and Class B Common Shares shall have received an amount per share (the "“Common Adjustment"”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (c) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Class A Common Shares and Class B common Shares) (such number in clause (ii) being hereinafter referred to as the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock Shares and Class A Common StockShares and Class B Common Shares, respectively, holders of Series A Junior Participating Preferred Stock Shares and holders of shares of Class A Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, Shares and Class B Common Shares shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock Shares and Class A Common StockShares and Class B Common Shares, on a per share basis, respectively. (B) In the event, however, that b. If there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred StockShares, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, Shares then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In If there are sufficient assets available to permit payment in full of the eventSeries A Liquidation Preference, however, that but there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Class A Common StockShares and Class B Common Shares. c. If the Company shall at any time (Ci) Neither declare any dividend on Class A Common Shares payable in Class A Common Shares, (ii) subdivide the merger outstanding Class A Common Shares, or consolidation (iii) combine the outstanding Class A Common Shares into a smaller number of shares, then in each such case the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Shares that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "“Series A Liquidation Preference"”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock Stock, unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "“Common Adjustment"”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (C) of this Section 6 to reflect such events as stock dividends, and subdivisions, combinations and consolidations with respect to the Common Stock) (such number in clause (ii) being referred to as the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the value of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then the value of such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are is not sufficient value in the assets available to permit payment in full of the Common Adjustment, then the value of such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger event the Company shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the Corporation outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or with another corporation nor lesser number of shares of Common Stock, then in each such case the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received $100 1.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A B Liquidation Preference"). Following the payment of the full amount of the Series A B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A B Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A B Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A B Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A B Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A B Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A B Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 1.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "“Series A Liquidation Preference"”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "“Common Adjustment"”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's ’s assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 65, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 65.

Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding winding-up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A Z Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Z Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") “Series Z Liquidation Preference”), subject to the provision for adjustment hereinafter set forth, equal to 1,000 multiplied by the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full aggregate amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and to be distributed per share to holders of shares of Common Stock shall, subject plus an amount equal to any accrued and unpaid dividends. In the prior rights event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on or effect a per share basissubdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, respectivelythen in each such case the aggregate amount to which holders of shares of Series Z Junior Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (Bb) In the event, however, that If there are not sufficient assets available to permit payment in full of the Series A Z Liquidation Preference and the liquidation preferences of all other classes and series of Preferred Stockstock of the Corporation, if any, that rank on a parity with the Series A Z Junior Participating Preferred StockStock in respect thereof, then the assets available for such remaining assets distribution shall be distributed ratably to the holders of the Series Z Junior Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (Cc) Neither the merger or nor consolidation of the Corporation into or with another corporation entity nor the merger or consolidation of any other corporation entity into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding winding-up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 per share, 650 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquida tion, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "PARTICIPATING LIQUIDATION AMOUNT" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "LIQUIDATION MULTIPLE". In the event the Corporation shall at any time after the date shares of Common Stock are first publicly held declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A G Junior Participating Preferred Stock unless, prior thereto, the holders of or shares of Series A G Junior Participating Preferred Stock shall have received $100 1,000.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A G Liquidation Preference"). Following the payment of the full amount of the Series A G Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A G Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A G Liquidation Preference by (ii) 1,000 (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A G Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A G Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A G Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 one with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (Bb) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A G Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A G Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received $100 per shareStock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A B Liquidation Preference"). Following the payment of the full amount of the Series A B Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A B Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A B Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A B Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A B Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A B Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such even shall be deemed to be adjusted by multiplying such Adjustment Number by a liquidation, dissolution or winding up fraction of the Corporation within numerator of which is the meaning number of this Section 6, but the sale, lease or conveyance shares of all or substantially all the Corporation's assets shall be deemed Common Stock outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (A) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating C Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating C Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (i) $100 39 per share, one-hundredth share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment payment, or (ii) if greater than the "Series amount specified in clause (A)(i) of this sentence, an amount equal to 100 times the aggregate amount to be distributed per share to holders of Class A Liquidation Preference"). Following Common Stock, as the payment same may be adjusted as hereinafter provided, and (B) to the holders of the full amount of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferenceC Preferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series C Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating C Preferred Stock unless, prior thereto, the holders are entitled under clause (A)(i) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series C Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (A) of the meaning foregoing sentence is hereinafter referred to as the "Series C Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Class A Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6.the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Series C

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 ($1.00 per one one-hundredth of a share, ) plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple". In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 per share, 25,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple". In the event the Company shall at any time after January 12, 1998 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (A) $100 65 per share, one one-hundredth (1/100) share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6.the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (i) $100 per share, 1,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (ii) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (a)(i) of this sentence, an amount equal to one thousand (1,000) times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and, (b) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (a)(i) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (a)(i) of the meaning foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation Company into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation Company shall be deemed to be a liquidation, dissolution or winding up of the Corporation Company within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the CorporationCompany's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation Company within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 per share, 650 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "PARTICIPATING LIQUIDATION AMOUNT" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "LIQUIDATION MULTIPLE". In the event the Corporation shall at any time after the date shares of Common Stock are first publicly held declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, the holders of Series C Stock then outstanding shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders, an amount equal to $100,000.00 per share of Series C Stock, plus an amount equal to all declared but unpaid dividends thereon, and no more, after prior payment of the full preferential amount to the holders of the Series B Preferred Stock but before any payment or other distribution shall be made to the holders of shares Common Stock, Class B Common Stock or any other class or series of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Corporation's Common Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the Common Stock, Class B Common Stock or such other class or series of the Corporation's Common Stock being hereinafter together referred to as "Series A Liquidation PreferenceJunior Shares"). Following In the event that the assets of the Corporation legally available for distribution to shareholders is not sufficient to permit the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made preferential amounts to the holders of shares of Series A Junior Participating Preferred C Stock unless, prior thereto, and to the holders of shares any other series of Common Preferred Stock of the Corporation then outstanding which rank pari pasu with the Series C Stock ("Pari Pasu Shares"), then all of such assets shall have received an amount be distributed as between the holders of the Series C Stock and the holders of such Pari Pasu Shares in the same proportion as their respective per share (the "Common Adjustment") equal preferential amounts bear to the quotient obtained by dividing (i) sum of the per share preferential amounts of the Series A Liquidation Preference by (ii) C Stock and the Adjustment NumberPari Pasu Shares. Following In the event that the assets of the Corporation legally available for distribution to the holders of Series C Stock is not sufficient to permit the payment of the full preferential amount as aforesaid, then all of the Series A Liquidation Preference and assets of the Common Adjustment Corporation available for distribution to such holders shall be distributed to them on a pro rata basis in respect of all outstanding shares accordance with their respective holdings of Series A Junior Participating Preferred Stock and Common C Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to . Following the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion the Series C Stock, the Pari Pasu Shares and any Junior Shares which are entitled to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full preferential distributions of the Common Adjustmentrespective preferential amounts to which they are entitled out of the assets of the Corporation legally available therefor, then such remaining the remainder of the assets shall of the Corporation legally available therefor may be distributed ratably to the holders of the Common Stock. (C) Neither the Stock and Class B Common Stock on a pro rata basis. A merger or consolidation of the Corporation with or into or with another corporation nor the merger or consolidation of any other corporation into corporation, a share exchange involving the Corporation, or with a sale, lease, exchange of transfer of all or any part of the assets of the Corporation shall not result in the liquidation of the Corporation, and the distribution of its assets to its shareholders shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Corporation within the meaning corporation for purposes of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6paragraph.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to One Hundred Dollars ($100 100) per shareshare of Series A Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not authorized or declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) one hundred (100) (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 one (l) with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. The merger or consolidation of the Corporation, regardless of whether the Corporation is the surviving entity in such merger or consolidation, shall not be deemed to be the liquidation, dissolution or winding up of the Corporation. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to in the holders of same proportion as the respective amounts that would be payable on such Series A Junior Participating Preferred Stock and any such other parity shares stock if all amounts payable thereon were paid in proportion to their respective liquidation preferencesfull. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall be deemed at any time after the Rights Record Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 per share, 140,000.00 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 1,000 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple". In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to the greater of (i) $100 30.00 plus an amount equal to accrued and unpaid dividends and distributions on such share of Series A Participating Preferred Stock, whether or not declared, to the date of such payment, or (ii) the Adjustment Number times the per shareshare amount of all cash and other property to be distributed in respect of the Common Stock upon such liquidation, dissolution or winding up of the Corporation, plus an amount equal to accrued and unpaid dividends and distributions thereonon such share of Series A Participating Preferred Stock, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectivelypayment. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockall classes of preferred stock, if any, that rank on a parity with the Series A Junior Participating Preferred StockStock in respect thereof, then the assets available for such remaining assets distribution shall be distributed ratably to the holders of the Series A Participating Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany (a “Liquidation”), no the holders of record of shares of Preferred Stock (the “Holders”) then outstanding will be entitled to be paid in cash out of the assets of the Company available for distribution shall to its stockholders, after and subject to the payment in full of all amounts required to be distributed to the holders of any Senior Stock (as defined), but before any payment may be made to the holders of shares of any Junior Stock (as defined), because of their 1 To equal the number of issued and outstanding shares of GT common stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) immediately prior to the Series A Junior Participating Preferred Stock unlessmerger closing. ownership thereof, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to $[______] per share of Preferred Stock2 plus any accrued and but unpaid dividends and distributions thereon(the “Preferred Liquidation Preference”). Notwithstanding the foregoing, upon a Liquidation, a Holder will receive the amount, if such amount is greater than the amount set forth in the preceding sentence, that such Holder would have received had such Holder converted such Holder’s shares of Preferred Stock into Common Stock immediately before a Liquidation (regardless of whether or not declareda sufficient number of shares of Common Stock were authorized under the Company’s Articles of Incorporation, as amended, to the date of effect such payment (the "Series A Liquidation Preference"conversion). Following If upon a Liquidation, the payment of Company’s remaining assets available for distribution to its stockholders are insufficient to pay the Holders the full amount of the Series A Preferred Liquidation Preference, no additional distributions shall be made the Holders and holders of any Parity Stock will share ratably in any distribution of the Company’s remaining assets and funds in proportion to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 amounts payable on or with respect to such Series A Junior Participating shares were paid in full. After the Holders have been paid the Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment Liquidation Preference in full in cash, any remaining assets will be distributed pro rata among each holder of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity Junior Stock in accordance with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stockterms thereof. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (Aa) Upon In the event of any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, after and subject to the payment in full of all amounts required to be distributed to the holders of any Preferred Stock of the Corporation ranking on liquidation prior and in preference to the Series B Preferred Stock (such Preferred Stock that is senior to the Series B Preferred Stock being referred to hereinafter as "Senior Stock") upon such liquidation, dissolution or winding up, but before any payment shall be made to the holders of shares Common Stock or other Junior Stock, an amount equal to $100.00 per share ("Liquidation Preference") (subject to adjustment in the event of any stock ranking junior (either as dividend, stock split, stock distribution or combination with respect to dividends or such shares). If upon any such liquidation, dissolution or winding up) up of the Corporation, the remaining assets of the Corporation available for the distribution to its stockholders after payment in full of amounts required to be paid or distributed to holders of any other Senior Stock shall be insufficient to pay the holders of shares of Series A Junior Participating B Preferred Stock unless, prior theretothe full amount to which they shall be entitled, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of B Preferred Stock, if any, and any class of stock ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating B Preferred Stock (such Preferred Stock ranking on liquidation on parity with the Series B Preferred Stock being referred to as "Parity Stock"), then such shall share ratably in any distribution of the remaining assets shall be distributed ratably to and funds of the holders of such parity shares Corporation in proportion to their the respective liquidation preferencesamounts which would otherwise be payable with respect to the shares held by them upon such distribution if all amounts payable on or with respect to said shares were paid in full. In Except as set forth in this clause (a), holders of shares of Series B Preferred Stock shall not be entitled to any distribution in the eventevent of liquidation, however, that there are not sufficient assets available to permit payment in full dissolution or winding up of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common StockCorporation. (Cb) Neither the The merger or consolidation of the Corporation with or into or with another corporation nor the merger or consolidation of any other corporation into or with entity, or the Corporation sale or conveyance of all or substantially all the assets of the Corporation, shall not be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning for purposes of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 63.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating D Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating D Preferred Stock shall have received for each share of Series D Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 per share, 40,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 1,000 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferenceD Preferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series D Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating D Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series D Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple.” In the event the Corporation shall at any time after the Effective Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series D Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made to the holders of shares of capital stock of the Company ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock Shares, unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock Shares shall have received $100 4,200.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A B Junior Participating Preferred Stock Shares, unless, prior thereto, the holders of shares of Common Stock Shares shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph (c) below to reflect such events as stock splits, stock dividends and recapitalization with respect to the Common Shares) (such number in clause (ii) immediately above being referred to as the "Adjustment Number"). Following Subject to the rights of any other series of Preferred Shares then outstanding, if any, following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A B Junior Participating Preferred Stock Shares and Common StockShares, respectively, holders of Series A B Junior Participating Preferred Stock Shares and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, Shares shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 one (1) with respect to such Series A B Junior Participating Preferred Stock Shares and Common StockShares, on a per share basis, respectively. (Bb) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred StockShares, if any, that which rank on a parity with the Series A B Junior Participating Preferred StockShares, then such remaining assets shall be distributed ratably to the holders of such parity shares Preferred Shares (including the Series B Junior Participating Preferred Shares) in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common AdjustmentAdjustment after satisfaction of the liquidation preferences of all series of Preferred Shares, if any, then such remaining assets shall be distributed ratably to the holders of Common StockShares. (Cc) Neither In the merger event the Company shall at any time after the Rights Declaration Date (i) declare any dividend on Common Shares payable in Common Shares, (ii) subdivide the outstanding Common Shares or consolidation (iii) combine the outstanding Common Shares into a smaller number of shares, then in each such case the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Shares that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary -------------------------------------- or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received for each share of Series A Preferred Stock, subject to adjustment as hereinafter provided, (A) $100 per share, 60,000 plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within applicable pursuant to said clause to the meaning determination of this Section 6.the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock Stock, unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock dividends, and subdivisions, combinations and consolidations with respect to the Common Stock) (such number in clause (ii) being referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger event the Company shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the Corporation outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or with another corporation nor lesser number of shares of Common Stock, then in each such case the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (A) $100 100.00 per share, share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment payment, or (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided, and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple”. If the Company shall at any time after July 15, 2013 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then in each such case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately before such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately before such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (A) $100 1.00 per share, one one-thousandth (1/1000) of a share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 1,000 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6.the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "

Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding winding-up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") “Series B Liquidation Preference”), subject to the provision for adjustment hereinafter set forth, equal to 1,000 multiplied by the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full aggregate amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and to be distributed per share to holders of shares of Common Stock shall, subject plus an amount equal to any accrued and unpaid dividends. In the prior rights event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on or effect a per share basissubdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, respectivelythen in each such case the aggregate amount to which holders of shares of Series B Junior Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (Bb) In the event, however, that If there are not sufficient assets available to permit payment in full of the Series A B Liquidation Preference and the liquidation preferences of all other classes and series of Preferred Stockstock of the Corporation, if any, that rank on a parity with the Series A B Junior Participating Preferred StockStock in respect thereof, then the assets available for such remaining assets distribution shall be distributed ratably to the holders of the Series B Junior Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (Cc) Neither the merger or nor consolidation of the Corporation into or with another corporation entity nor the merger or consolidation of any other corporation entity into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding winding-up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock Shares unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock Shares shall have received $100 per share, share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "“Series A Liquidation Preference"”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock Shares unless, prior thereto, the holders of shares of Common Stock (which term shall include, for the purposes only of this Section 5, any series of the Corporation’s Preferred Shares ranking on a parity with the Common Shares upon liquidation, dissolution or winding up) shall have received an amount per share (the "“Common Adjustment"”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in Section 7 hereof to reflect such events as share splits, share dividends and recapitalizations with respect to the Common Shares; such number in clause (ii), the “Adjustment Number”). In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Shares. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock Shares and Common StockShares, respectively, holders of Series A Junior Participating Preferred Stock Shares and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, Shares shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 one (1) with respect to such Series A Junior Participating Preferred Stock Shares and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred StockShares, if any, that which rank on a parity with the Series A Junior Participating Preferred StockShares, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (Aa) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $100 1,000 per shareshare of Series A Junior Participating Preferred Stock, plus an amount equal to accrued and unpaid declared dividends and distributions thereon, whether or not declared, thereon to the date of such payment (the "“Series A Liquidation Preference"”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "“Common Adjustment"”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (c) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (Bb) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that which rank on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (Cc) Neither In the merger event the Company shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or consolidation (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (whether voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (a) to the holders of shares of any class of capital stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding upup of the Corporation) to the Series A Junior Participating B Preferred Stock unless, prior thereto, the holders holder of shares each outstanding share of the Series A Junior Participating B Preferred Stock shall have received $100 per share, plus an amount equal to the accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment payment, plus an amount equal to the Dividend Multiple (the "Series A Liquidation PreferenceSERIES B LIQUIDATION PREFERENCE"). Following the payment of the in full amount of the Series A B Liquidation Preference, no additional distributions shall be made to the holders of shares of the Series A Junior Participating B Preferred Stock unless, prior thereto, the holders of shares of the Common Stock shall have received an amount per share (the "Common AdjustmentCOMMON ADJUSTMENT") equal to the quotient obtained by dividing (i) the Series A B Liquidation Preference by (ii) the Adjustment NumberDividend Multiple. Following the payment of the in full amount of the Series A B Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating B Preferred Stock and Common Stock, respectively, holders of the Series A Junior Participating B Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable relative and proportionate share of the remaining assets to be distributed to them in the ratio of the Adjustment Number Dividend Multiple to 1 one with respect to such Series A Junior Participating B Preferred Stock and Common Stock, on a per per-share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (-------------------------------------- voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (i) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, unless the holders of shares of Series A Junior Participating Preferred Stock shall have received received, subject to adjustment as hereinafter provided, (A) $100 100.00 per share, one one-hundredth (1/100) share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment or, (B) if greater than the "Series A Liquidation Preference"). Following amount specified in clause (i)(A) of this sentence, an amount equal to 100 times the payment aggregate amount to be distributed per share to holders of Common Stock, as the full amount same may be adjusted as hereinafter provided and (ii) to the holders of stock ranking on a parity upon liquidation, dissolution or winding up with the Series A Liquidation PreferencePreferred Stock, no additional unless simultaneously therewith distributions shall be are made ratably on the Series A Preferred Stock and all other shares of such parity stock in proportion to the total amounts to which the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders are entitled under clause (i)(A) of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal this sentence and to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to which the holders of such parity shares are entitled, in proportion each case upon such liquidation, dissolution or winding up. The amount to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the which holders of Common Stock. (C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall Series A Preferred Stock may be deemed to be a entitled upon liquidation, dissolution or winding up of the Corporation within Company pursuant to clause (i)(B) of the meaning foregoing sentence is hereinafter referred to as the "Participating Liquidation Amount" and the multiple of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed amount to be a distributed to holders of shares of Common Stock upon the liquidation, dissolution or winding up of the Corporation within Company applicable pursuant to said clause to the meaning determination of this Section 6the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Liquidation Multiple". In the event the Company shall at any time after January 29, 1996 declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding shares of Common Stock into a greater or lesser number of shares of Common Stock, then, in each such case, the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Stock shall be entitled after such event shall be the Liquidation Multiple applicable immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock Stock, unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (C) of this Section 6 to reflect such events as stock dividends, and subdivisions, combinations and consolidations with respect to the Common Stock) (such number in clause (ii) being referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Series A Junior Participating Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger event the Company shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the Corporation outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or with another corporation nor lesser number of shares of Common Stock, then in each such case the merger or consolidation of any other corporation into or with the Corporation Adjustment Number in effect immediately prior to such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 200 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalization with respect to the Common Stock) (such number in clause (ii) being herein referred to as the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate shall proportionately share of in the remaining assets to be distributed in the ratio of the Adjustment Number (per share of Preferred Stock) to 1 with respect to such Series A Junior Participating Preferred Stock and (per share of Common Stock, on a per share basis, respectively). (B) In the event, however, that event there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stockpreferred stock, if any, that which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) Neither In the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with event the Corporation shall be deemed at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6, but the sale, lease or conveyance of all or substantially all the Corporation's assets such event shall be deemed adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6such event.