Common use of Merger or Sale or Transfer of Assets or Earning Power Clause in Contracts

Merger or Sale or Transfer of Assets or Earning Power. In the event that at any time on or after the Distribution Date, directly or indirectly, (a) the Company shall consolidate with, or merge with and into, any other Person other than a Subsidiary of the Company, (b) any Person other than a Subsidiary of the Company shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries (any such event described in clauses (a), (b) or (c) being referred to herein as a "Flip-Over Event"), then, and in each such case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one- hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of one one- hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer. all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Merger or Sale or Transfer of Assets or Earning Power. In the event that that, at any time on or after the Distribution Date, directly or indirectlya Person has become an Acquiring Person, (ax) the Company shall consolidate with, or merge with and into, any other Person other than a Subsidiary of the Company, (b) any Person other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiaries (any such event described in clauses (a), (bwhich complies with Section 11(o) or (c) being referred to herein as a "Flip-Over Event"hereof), then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one- hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), which shall not be subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one- hundredths one-thousandths of a share of Preferred Share Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one-thousandths of a share for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (B) 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) the issuer of such Common Shares Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidationSection 13 Event, merger, sale or transfer. all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuerPrincipal Party, it being specifically intended that, subject to clause (v) below, the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights. The Company ; and (v) the provisions of Section 11(a)(ii) hereof shall not consummate be of no effect following the first occurrence of any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the RightsEvent. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers."

Merger or Sale or Transfer of Assets or Earning Power. In the event that at any time on or after that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly, indirectly (ax) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person other than a Subsidiary of the Company, (b) any Person other than a Subsidiary of the Company shall consolidate with the Company, or merge with and into the Company Company, and the Company shall be the continuing or surviving corporation of such merger and(other than, in connection with such mergerthe case of either transaction described in (x) or (y), a merger or consolidation which would result in all or part of the Common Shares shall be changed into or exchanged for stock or other voting power represented by the securities of any other Person the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the Companysurviving entity) all of the voting power represented by the securities of the Company or cash such surviving entity outstanding immediately after such merger or any other propertyconsolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (cz) the Company shall sell sell, mortgage or otherwise transfer (or one or more of its Subsidiaries subsidiaries shall sell sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiaries (any such event described in clauses (a), (bwhich individually and the aggregate does not violate Section 13(d) or (chereof) being referred to herein as a "Flip-Over Event"), then, and in each such case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided hereinRight, subject to Section 11(a)(ii) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one- one-hundredths of a Preferred Share for which a Right is then exercisable, exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one- one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such other Person Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer. , all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that at any time on or after that, following the Distribution Stock Acquisition Date, directly or indirectly, (ax) the Company shall consolidate with, or merge with and into, any other Person other than a Subsidiary of the Company, (b) any Person other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) shall consolidate with the Companywith, or merge with and into or into, the Company Company, and the Company shall be the continuing or surviving corporation of such merger consolidation or merger, and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Shares Stock shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (cz) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of its wholly-owned Subsidiaries (any such event described in clauses (a), (bwhich complies with Section 11(o) or (c) being referred to herein as a "Flip-Over Event"hereof), then, and in each such case, proper provision provisions shall be made so that that: (i) each holder of a Right (Right, except as otherwise provided hereinin Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one- hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other Person (including the Company as successor thereto or as the surviving corporation) adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one- hundredths one-hundredth of a share of Preferred Share Stock for which a Right is then was exercisable immediately prior to the occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such Section 11(a)(ii) Event, and (2) dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (B) 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidationSection 13 Event (or the fair market value on such date of other securities or property of the Principal Party, merger, sale or transferas provided for herein); provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of the first occurrence of a Section 13 event; (ii) the issuer of such Common Shares Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidationSection 13 Event, merger, sale or transfer. all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuerPrincipal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; and (iv) such issuer Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the its shares of Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.Stock thereafter

Merger or Sale or Transfer of Assets or Earning Power. In the event that at any time on or after the Distribution Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person other than a Subsidiary and the Company shall not be the continuing or surviving corporation of the Companysuch consolidation or merger, (b) any Person other than a Subsidiary of the Company shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries (any such event described in clauses (a), (b) or (c) being referred to herein as a "Flip-Over Event")Subsidiaries, then, and in each such case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one- one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of one one- one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d1l(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer. , all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.Company

Merger or Sale or Transfer of Assets or Earning Power. In the event that at any time on or after the Distribution Dateevent, directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall consolidate with, or merge with and into, any other Person other than a Subsidiary and the Company shall not be the continuing or surviving corporation of the Companysuch consolidation or merger, (b) any Person other than a Subsidiary of the Company shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries (any such event described in clauses (a), (b) or (c) being referred to herein as a "Flip-Over Event")Subsidiaries, then, and in each such case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one- one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number of one one- one-hundredths of a Preferred Share for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d1l(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, and shall assume, 16 20 by virtue of such consolidation, merger, sale or transfer. , all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.

Merger or Sale or Transfer of Assets or Earning Power. In “Business Combination” shall be deemed to occur in the event that at any time on that, in or after following a Triggering Event (i) the Distribution Date, Company shall directly or indirectly, (a) the Company shall consolidate with, or merge with and into, any other Person other than a Subsidiary of the Company, (b) any Person other than a Subsidiary of the Company shall in a transaction that complies with Section 11(m) and Section 11(n) of this Agreement) in a transaction in which the Company is not the continuing, resulting or surviving corporation of such merger or consolidation, (ii) any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m) and Section 11(n) of this Agreement) shall, directly or indirectly, consolidate with the Company, or shall merge with and into the Company and Company, in a transaction in which the Company shall be is the continuing continuing, resulting or surviving corporation of such merger or consolidation and, in connection with such mergermerger or consolidation, al l or part of the Common Stock shall be changed (including, without limitation, any conversion into or exchange for securities of the Company or of any other Person, cash or any other property), (iii) the Company shall, directly or indirectly, effect a share exchange in which all or part of the Common Shares Stock shall be changed (including, without limitation, any conversion into or exchanged exchange for stock or other securities of any other Person (or the Company) or Person, cash or any other property, ) or (civ) the Company shall sell shall, directly or indirectly, sell, lease, exchange, mortgage, pledge or otherwise transfer or dispose of (or one or more of its Subsidiaries shall sell directly or indirectly sell, lease, exchange, mortgage, pledge or otherwise transfertransfer or dispose of), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or any of its Subsidiaries in one or more transactions each and all of its wholly-owned Subsidiaries (any such which comply with Section 11(m) and Section 11(n) of this Agreement). In the event described in clauses (a), (b) or (c) being referred to herein as of a "Flip-Over Event"), then, and in each such caseBusiness Combination, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided hereinin this Agreement) shall thereafter have the right to receive, upon the exercise thereof at a price equal the Purchase Price immediately prior to the then current Purchase Price first occurrence of a Triggering Event multiplied by the number of one one- hundredths one-thousandths of a share of Preferred Share Stock for which a Right is then exercisable, was exercisable immediately prior to the first occurrence of a Triggering Event (without giving effect to the Triggering Event) in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of shares of Common Shares Stock of such other Person (including the Company as successor thereto or as the surviving corporation) Principal Party as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price immediately prior to the first occurrence of a Triggering Event by the number of one one- hundredths one-thousandths of a share of Preferred Share Stock for which a Right is then was exercisable immediately prior to the first occurrence of a Triggering Event (without giving effect to the Triggering Event ), and (y) dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such other Person (determined pursuant Principal Party immediately prior to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer. all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to Business Combination. All shares of Common Stock of any Person for which any Right may be afforded by the Rights. The provisions exercised after consummation of a Business Combination as provided in this Section 13 shall similarly apply 13(a) shall, when issued upon exercise thereof in accordance with this Agreement, be duly and validly authorized and issued fully paid, nonassessable, freely tradeable, not subject to successive mergers liens or consolidations encumbrances, and free of preemptive rights, rights of first refusal or sales any other restrictions or other transferslimitations on the transfer or ownership thereof of any kind or nature whatsoever.

Merger or Sale or Transfer of Assets or Earning Power. In the event that at any time on or after the Distribution Dateevent, directly or indirectly, (a) the Company shall consolidate with, or merge with and into, any other Person other than a Subsidiary of the Companyperson, (b) any Person other than a Subsidiary of the Company shall consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Shares shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its wholly-owned Subsidiaries (any such event described in clauses (a), (b) or (c) being referred to herein as a "Flip-Over Event")Subsidiaries, then, and in each such case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one- hundredths Units of a Preferred Share Stock for which a Right is then exercisable, in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of Common Shares of such other Person (including the Company as successor thereto or as the surviving corporation) as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one- hundredths Units of a Preferred Share Stock for which a Right is then exercisable and dividing that product by (By) 50% of the then current per share market price of the Common Shares of such other Person (determined pursuant to Section 11(d) hereof)) on the date of consummation of such consolidation, merger, sale or transfer; (ii) the issuer of such Common Shares shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer. , all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such issuer; : and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the Common Shares thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be afforded by the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless prior thereto the Company and such issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers.