Common use of Notice of Proposed Actions Clause in Contracts

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Company, outstanding shares of Preferred Stock) or (iv) to effect any consolidation or merger with or intoany other Person, or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i25(a)(i) or (ii25(a)(ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 section or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or 13, as the case may be, and (ii) all references in Section 25(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. In case the Company shall after the Distribution Date propose (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or the retained earnings of the Company), or (iib) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock, Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or options, or (iiic) to effect any reclassification of its the Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 5025% of (i) the assets of the Company and its Subsidiaries (taken at net asset value as stated on the books of the Company and determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied) or (ii) the earning power of the Company and its Subsidiaries (taken as determined on a wholeconsolidated basis in accordance with generally accepted accounting principles consistently applied) to, to any other Person or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and each holder of record of a Right CertificateRight, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, Common Stock whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. In case any Common Stock Event described in Section 11(a)(ii) hereof shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such Common Stock Event, which shall specify such event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof. Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Company, outstanding shares of Preferred Stock) or (iv) to effect any consolidation or merger with or intoany other Person, or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i25(a)(i) or (ii25(a)(ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or 13, as the case may be, and (ii) all references in Section 25(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case the Company, after the Distribution DateRights become exercisable, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Common Stock or the Subject Shares or to make any other distribution to the holders of record of its Preferred Common Stock or Subject Shares (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, Subject Shares rights or other rights warrants to subscribe for or to purchase any additional shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Common Stock or Subject Shares (other than a reclassification involving only the subdivision of outstanding shares of Common Stock) or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% 50 percent of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred StockCommon Stock and/or Subject Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty days prior to the record date for determining holders of record of the Preferred Common Stock and/or Subject Shares for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred StockCommon Stock and/or Subject Shares, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein thereon shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, Company shall propose at any time after the Distribution Date, shall propose Date (ia) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of record of its the Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of record of its the Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iiic) to effect any reclassification of its the Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 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 PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (f) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause clauses (ia) or (iib) above at least 10 ten days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Section 11(b) Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(b) hereof.

Notice of Proposed Actions. (a) In case the CompanyCorporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend to the holders of record of its Preferred shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividenddividend at a rate not in excess of 150% of the rate of the last cash dividend theretofore paid), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the CompanyCorporation, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation shall give to each holder of record of a Right Certificate, in accordance with Section 26 25 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company Corporation or the vote upon any such action. (b) In case the event referred to in Section 11(a)(ii) hereof shall occur, then the Corporation shall as soon as practicable thereafter, in accordance with Section 25 hereof, give to each holder of a Right notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its shares of Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its shares of Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its shares of Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for shares of Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its shares of Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation consolidation, combination or merger with or into, or any share exchange with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or assets, earning power or cash flow of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and, to the extent feasible, each registered holder of record of a Right Certificate, Certificate in accordance with Section 26 hereof25, a written notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, combination, merger, share exchange, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of the shares of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Section 11(a)(ii) Event is proposed, then, in any such case, the Company shall, as soon as practicable thereafter, give to the Rights Agent and to each registered holder of Rights, to the extent feasible, in accordance with Section 25, notice of the occurrence of such event or proposal of such transaction which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii), upon consummating such transaction, shall similarly give notice thereof to each holder of Rights.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Company, outstanding shares of Preferred Stock) or (iv) to effect any consolidation or merger with or intoany other Person, or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (1) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or 13, as the case may be, and (2) all references in Section 25(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case the CompanyCorporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), 11(g) or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the CompanyCorporation, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation shall give to each holder of record of a Right Rights Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company Corporation shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), 11(g) or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Rights Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateCertificate and the Rights Agent, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of RightsRights and to the Rights Agent, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose to (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend11(i), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or consolidation, merger with or into, exchange or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent (50% %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or 11(i) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date Record Date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(i) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 ten (10) days prior to consummating such transaction, which . Such notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(i) or Section 13 hereof, as the case may be, and, and upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent (50% %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 ten (10) days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, Company shall propose at any time after the Distribution Date, shall propose Date (ia) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of the Series AA Preferred Stock or to make any other distribution to the holders of record of its the Series AA Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of record of its the Series AA Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Series AA Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iiic) to effect any reclassification of its the Series AA Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Series AA Preferred Stock), or (ivd) to effect any consolidation or merger with into or intowith, or any statutory share exchange with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 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 PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (f) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of record of a Right Certificateand the Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock and/or Series AA Preferred Stock, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause clauses (ia) or (iib) above at least 10 ten days prior to the record date for determining holders of record of the Series AA Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Series AA Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Flip-in Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(b) hereof.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), 11(g) or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRights Certificate and the Rights Agent, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of RightsRights and the Rights Agent, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCorporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividenddividend at a rate not in excess of 150% of the rate of the last cash dividend theretofore paid), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the CompanyCorporation, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company Corporation or the vote upon any such action. (b) In case the event referred to in Section 11(a)(ii) shall occur, then the Corporation shall as soon as practicable thereafter, in accordance with Section 25 hereof, give to each holder of a Right notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Proposed Actions. (a) In case If the Company, Corporation shall after the Distribution Date, shall Date propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividend), or ; (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or ; (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Company, or outstanding Preferred Stock ); (iv) to effect any consolidation or merger into or with or intoany other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power Earning Power of the Company Corporation and its Subsidiaries (taken as a whole) to, to any other Person or Persons, or Person; (v) to effect the liquidation, dissolution or winding winding-up of the CompanyCorporation; or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock, or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company Corporation shall give to each holder of record of a Right CertificateRights Certificate and the Rights Agent, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, or such dividend distribution of rights or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution or winding winding-up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or Preferred StockStock or both, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of the Common Stock or Preferred StockStock or both, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company Corporation or the vote upon any such action. (b) The Corporation shall, as soon as practicable after a Stock Acquisition Date, give to each holder of a Rights Certificate, in accordance with Section 25, a notice that describes the transaction in which the a Person became an Acquiring Person and the consequences of the transaction to holders of Rights under Section 11(a)(ii).

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend)11(g) hereof, or (ii) to offer to the holders of record of any class of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred any class of its Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 25 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) hereof or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCorporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend to the holders of record of its Preferred shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividenddividend at a rate not in excess of one hundred fifty percent (150%) of the rate of the last cash dividend theretofore paid), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the CompanyCorporation, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent (50% %) of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation shall give to each holder of record of a Right Certificate, in accordance with Section 26 25 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company Corporation or the vote upon any such action. (b) In case the event referred to in Section 11(a)(ii) hereof shall occur, then the Corporation shall as soon as practicable thereafter, in accordance with Section 25 hereof, give to each holder of a Right notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Proposed Actions. (a) In case the Company, after the earlier of the Distribution Date or the Stock Acquisition Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Common Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic quarterly cash dividend), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of record of a Right Certificate, in accordance with Section 26 25 hereof, notice of such proposed action, which shall specify the record date for the purposes purpose of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Common Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii)(A) or (C) or Section 13 of this Rights Agreement are proposed after the earlier of the Distribution Date or the Stock Acquisition Date, then, in any such case, the Company shall give to the Rights Agent and to each holder of Rights, in accordance with Section 25 hereof, notice of the proposal of such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii)(A) or (C) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to the Rights Agent and to each holder of Rights.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, disposition, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to but not including the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(ii)(A) or (C) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(ii)(A) or (C) or Section 13 hereof, as the case may be, and, upon consummating consummation of such transactiontransaction or any transaction contemplated by Section 11(a)(ii)(B), shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. In case the Company shall -------------------------- propose (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iiic) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 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 PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give mail by first class mail to each holder of record of a Right CertificateRight, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Preferred Stock, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause clauses (ia) or (iib) above at least 10 ten days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 25, or any defect therein therein, shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. In case any of the events set forth in Section 11(b) of this Agreement shall occur, then, in any such case, the Company shall as soon as practicable thereafter mail by first class mail to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(b) hereof.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), 11(g) or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Rights Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to the Rights Agent and to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to the Rights Agent and to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), 11(g) or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case If the Company, at any time after the Distribution Date, shall propose to (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Junior Preferred Stock Shares payable in stock of any class or to make any other distribution to the holders of record of its Junior Preferred Stock Shares (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Junior Preferred Stock or Shares options, warrants, warrants or other rights to subscribe for or to purchase shares of Junior Preferred Stock Shares (including any security convertible into or exchangeable for Junior Preferred StockShares) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Junior Preferred Stock Shares or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more transactionsa series of related transactions not in the ordinary course of the Company's business, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRights, in accordance with Section 26 hereof26, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Junior Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Junior Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Junior Preferred StockShares, whichever shall be the earlier. (b) In case If any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof26, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof13, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by If any Flip-In Event shall occur, then all references in this Section 25 to Junior Preferred Shares shall be deemed thereafter to refer to the class of Common Shares or any defect therein shall not affect other securities for which the legality or validity of the action taken by the Company or the vote upon any such actionRights are then exercisable.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)) hereof, or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Common Stock or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Common Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Common Stock), or (iv) to effect any consolidation or merger into or with or intoany other Person, or to effect any sale or other transfer (or and/or, to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distributiondistribution of rights or warrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Common Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Person becomes an Acquiring Person (except as a result of a Qualifying Tender Offer) then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii). (c) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Series A First Preference Shares or to make any other distribution to the holders of record of its Preferred Stock Series A First Preference Shares (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock Series A First Preference Shares rights or options, warrants, or other rights warrants to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) additional Series A First Preference Shares or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock Series A First Preference Shares (other than a reclassification involving only the subdivision or any recapitalization or reorganization consolidation of the Company, Series A First Preference Shares) or (iv) to effect under any applicable law any consolidation or merger amalgamation with or intoany other Person, or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, mergeramalgamation, sale or transfer of assetssale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred StockSeries A First Preference Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of Series A First Preference Shares entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred StockSeries A First Preference Shares, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the . The Company shall give deliver a certificate to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior Rights Agent to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, this effect as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) well. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the United States Securities and Exchange Commission and, provided that any class of the Company's securities is listed thereon, the London Stock Exchange shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (1) the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right, in accordance with Section 25, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or 13, as the case may be, and (2) all references in Section 24(a) to Series A First Preference Shares shall be deemed thereafter to refer to Common Shares or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case the Company, after the earlier of the Distribution Date or the Stock Acquisition Date, shall propose to (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend to the holders of record of its Preferred Common Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic quarterly cash dividend), or or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or or (iii) to effect any reclassification of its Preferred the Common Stock or any recapitalization or reorganization of the Company, or or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred common Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Common Stock, whichever shall be the earlier. The failure to give any notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) If a Section 11(a)(ii) Event shall occur, then the Company shall, as soon as practicable thereafter, give to each holder of Rights, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to the holders of Rights under Section 11(a)(ii) hereof. (c) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement hereof are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. In case the Company shall propose (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iiic) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 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 PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give mail by first class mail to each holder of record of a Right CertificateRight, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Preferred Stock, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause clauses (ia) or (iib) above at least 10 ten days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 25, or any defect therein therein, shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. In case any of the events set forth in Section 11(b) of this Agreement shall occur, then, in any such case, the Company shall as soon as practicable thereafter mail by first class mail to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(b) hereof.

Notice of Proposed Actions. (a) In case If the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Companyoutstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger with or intoany other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, Persons or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (iSection 25(a)(i) or (ii25(a)(ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 section or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement, and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Sections 11(a)(ii) or 13, as the case may be, and (ii) all references in Section 25(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to the Rights Agent and to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Company, outstanding shares of Preferred Stock) or (iv) to effect any consolidation consolidation, merger or merger combination with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetscombination, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i25(a)(i) or (ii25(a)(ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or 13, as the case may be, and (ii) all references in Section 25(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. In case the Company shall after the Distribution Date propose (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Class A Common Stock or to make any other distribution to the holders of record of its Preferred Class A Common Stock (other than a regular periodic cash dividenddividend out of earnings or the retained earnings of the Company), or (iib) to offer to the holders of record of its Preferred Class A Common Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Class A Common Stock, Class B Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or options, or (iiic) to effect any reclassification of its Preferred the Class A Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Class A Common Stock), or (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 5025% of (i) the assets of the Company and its Subsidiaries (taken at net asset value as stated on the books of the Company and determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied) or (ii) the earning power of the Company and its Subsidiaries (taken as determined on a wholeconsolidated basis in accordance with generally accepted accounting principles consistently applied) to, to any other Person or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and each holder of record of a Right CertificateRight, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Class A Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty days prior to the record date for determining holders of record of the Preferred Class A Common Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, Class A Common Stock whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. In case any Common Stock Event described in Section 11(a)(ii) hereof shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such Common Stock Event, which shall specify such event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof. Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given.

Notice of Proposed Actions. (a) In case If the Company, after the Distribution Stock Acquisition Date, shall propose to (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more transactionsa series of related transactions not in the ordinary course of the Company's business, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRights, in accordance with Section 26 hereof26, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case If any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof26, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof13, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by If any Section 11(a)(ii) Event shall occur, then all references in this Section 25 to Preferred Stock shall be deemed thereafter to refer to the Common Stock or any defect therein shall not affect other securities for which the legality or validity of the action taken by the Company or the vote upon any such actionRights are then exercisable.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, Company shall propose (iA) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of record of its Preferred Stock Common Stock, (other than a regular periodic cash dividend), or (iiB) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, warrants, rights or options, warrants, convertible or exchangeable securities or other rights, or (iiiC) to effect any reclassification of its Preferred Stock Common Stock, (D) to effect any recapitalization, stock subdivision, stock combination or any recapitalization or reorganization of the Companyother capital reorganization, or (ivE) to effect any consolidation or merger with or intomerger, share exchange, or to effect any sale sale, lease or other transfer (disposition of all or to permit one or more substantially all of its Subsidiaries to effect any sale or other transfer)property, in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries business, (taken as a whole) to, any other Person or Persons, or (vF) to effect the liquidation, dissolution or winding up of the Company, then(G) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (H) to effect any other action which would require an adjustment under this Section 5, then in each such case, case the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, the Holder written notice of such proposed action, which shall specify the proposed date on which a record date is to be taken for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution or such dividend or distributionrights, or the proposed date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetsshare exchange, sale, transfer, disposition, liquidation, dissolution or dissolution, winding up or other transaction is to take place and the record date for determining of participation therein by the holders of record of Preferred Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (iA) or (iiB) above at least 10 twenty (20) calendar days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such actionaction and, and in the case of any other such other action, at least 10 twenty (20) calendar days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Common Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case If the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Companyoutstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger with or intointo any other Person, or to effect a statutory share exchange with any sale Person, or other transfer (or to effect and/or to permit one or more of its Subsidiaries to effect any sale sale, lease or other transfer), in one transaction or more a series of related transactions, of assets aggregating more than 50% of the assets (measured by either book value or earning power fair market value) or generating more than 50% of the operating income or cash flow of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereofSECTION 26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetsstatutory share exchange, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filling by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with SECTION 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under SECTION 11(A)(II) OR 13, as the case may be, and (ii) all references in SECTION 25(A) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividend), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase shares of any additional Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding Preferred Stock), or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Rights Certificate, in accordance with Section 26 hereof26, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such stock dividend or distributiondistribution of rights or warrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetstransfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case an event described in Section 11(a)(ii) hereof shall occur, then the Company shall, as soon as practicable thereafter, give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend)11(g) hereof, or (ii) to offer to the holders of record of any class of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred its Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Series G Junior Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent (50% %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 25 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) hereof or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of record of the Series G Junior Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Capital Stock or Series G Junior Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 ten (10) days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. In case the Company shall after the Distribution Date propose (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or the retained earnings of the Company), or (iib) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock, Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or options, or (iiic) to effect any reclassification of its the Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% of (i) the assets of the Company and its Subsidiaries (taken at net asset value as stated on the books of the Company and determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied) or (ii) the earning power of the Company and its Subsidiaries (taken as determined on a wholeconsolidated basis in accordance with generally accepted accounting principles consistently applied) to, to any other Person or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and each holder of record of a Right CertificateRight, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, Common Stock whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. In case any Common Stock Event described in Section 11(a)(ii) hereof shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such Common Stock Event, which shall specify such event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof. Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), 11(g) or (ii) to offer to the holders of record of its Preferred Common Stock or Class A Common Stock options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock or Class A Common Stock (including any security convertible into or exchangeable for Preferred Common Stock or Class A Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock, Common Stock or Class A Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock, Class A Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock, Class A Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, after the earlier of the Distribution Date or the Stock Acquisition Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 25 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock or Common Stock, as the case may be, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock or Common Stock, as the case may be, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions events referred to in Section 11(a)(ii) occur or any of the transactions referred to in Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the occurrence of such event or proposal of such transaction at least 10 days prior to consummating such transaction, as promptly as practicable which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Common Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of or participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in either Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Company, outstanding shares of Preferred Stock) or (iv) to effect any consolidation or merger with or intoany other Person, or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible, and to the Rights Agent, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (iSection 25(a)(i) or (ii25(a)(ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, and to the Rights Agent, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or 13, as the case may be, and (ii) all references in Section 25(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case If the CompanyCompany proposes, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividend)dividend out of earnings or retained earnings of the Company) to the holders of Preferred Stock, or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Companyoutstanding shares of Preferred Stock), or (iv) to effect effect, or permit any consolidation of its Subsidiaries to effect, any consolidation, merger or merger combination with or intoany other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify action specifying the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetscombination, sale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (iSections 21(a)(i) or (ii21(a)(ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) If a Section 8(a)(ii) Event or Section 10 Event occurs, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 22, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 8(a)(ii) or 10, as the case may be, and (ii) all references in Section 21(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its shares of Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its shares of Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its shares of Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for shares of Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its shares of Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation consolidation, combination or merger with or into, or any share exchange with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or assets, earning power or cash flow of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and, to the extent feasible, each registered holder of record of a Right Certificate, Certificate in accordance with Section 26 hereof25, a written notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, combination, merger, share exchange, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 calendar days prior to the record date for determining holders of record of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of the shares of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Section 11(a)(ii) Event is proposed, then, in any such case, the Company shall, as soon as practicable thereafter, give to the Rights Agent and to each registered holder of Rights, to the extent feasible, in accordance with Section 25, notice of the occurrence of such event or proposal of such transaction which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii), upon consummating such transaction, shall similarly give notice thereof to each holder of Rights.

Notice of Proposed Actions. (a) In case the CompanyBank shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Shares or to make any other distribution to the holders of record of its Preferred Stock Shares (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Bank), or (ii) to offer to the holders of record of its Preferred Stock Shares rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) Shares or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization Shares (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Preferred Shares), or (iv) to effect any consolidation or merger into or with or intoany other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% of the assets or earning power of the Company Bank and its Subsidiaries (taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the CompanyBank, or (vi) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company Bank shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Common Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Shares and/or Preferred StockShares, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company Bank or the vote upon any such action. (b) In case any Section 11(a) (ii) Event shall occur, then, in any such case, the Bank shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 25 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or to effect any reclassification of its Preferred Stock (other than a regular periodic cash dividend), reclassification involving only the subdivision or (ii) to offer to the holders combination of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase outstanding shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or intoany other Person, or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible, and to the Rights Agent, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (iSection 25(a)(i) or (ii25(a)(ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, and to the Rights Agent, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or 13, as the case may be, and all references in Section 25(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case If the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Common Stock or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Common Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Common Stock or Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Companyoutstanding shares of Common Stock), or (iv) to effect any consolidation or merger with or intointo any other Person, or to effect a statutory share exchange with any sale Person, or other transfer (or to effect and/or to permit one or more of its Subsidiaries to effect any sale sale, lease or other transfer), in one transaction or more a series of related transactions, of assets aggregating more than 50% of the assets (measured by either book value or earning power fair market value) or generating more than 50% of the operating income or cash flow of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetsstatutory share exchange, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of record of the Common Stock or Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or 13, as the case may be, and (ii) upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. The failure to give the notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case If the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Common Stock or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Common Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any 28 reclassification of its Common Stock or Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Companyoutstanding shares of Common Stock), or (iv) to effect any consolidation or merger with or intointo any other Person, or to effect a statutory share exchange with any sale Person, or other transfer (or to effect and/or to permit one or more of its Subsidiaries to effect any sale sale, lease or other transfer), in one transaction or more a series of related transactions, of assets aggregating more than 50% of the assets (measured by either book value or earning power fair market value) or generating more than 50% of the operating income or cash flow of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereofSECTION 26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetsstatutory share exchange, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of record of the Common Stock or Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section SECTION 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with SECTION 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under SECTION 11(a)(ii) or 13, as the case may be, and (ii) upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. The failure to give the notice required by this SECTION 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), 11(g) or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 ten days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Common Stock or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Common Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Common Stock), or (iv) to effect any consolidation or merger into or with or intoany other Person, or to effect any sale or other transfer (or and/or, to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distributiondistribution of rights or warrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Common Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Person becomes an Acquiring Person (except as a result of a Qualifying Tender Offer) then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii). (c) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (iDate,(i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to iii)to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Company, outstanding shares of Preferred Stock) or (iv) to effect any consolidation or merger with or intoany other Person, or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i25(a)(i) or (ii25(a)(ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 section or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case,(i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or 13, as the case may be, and (ii) all references in Section 25(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. In case the Corporation shall propose (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of record of its Preferred Stock Shares (other than a regular periodic quarterly cash dividend), or (iib) to offer to the holders of record of its Preferred Stock Shares rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional Preferred Shares or beneficial shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iiic) to effect any reclassification of its the Preferred Stock or any recapitalization or reorganization Shares (other than a reclassification involving only the subdivision of the Companyoutstanding Preferred Shares), or (ivd) to effect any consolidation or merger into or with or intoany other Person other than a Subsidiary of the Corporation in a transaction which complies with Section 11(p) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% of (A) the assets or earning power (determined on the basis of the Company net asset value thereof as reflected on the books of the Corporation and in accordance with generally accepted accounting principles consistently applied) or (B) the earning power, of the Corporation (on an individual basis) or of the Corporation and its Subsidiaries (taken as on a wholeconsolidated basis) to, to any other Person (other than the Corporation or Persons, any of its Subsidiaries in one or more transactions each of which complies with Section 11(p) hereof) or (ve) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation shall give to the Rights Agent and each holder of record of a Right CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)dividend, or such dividend or distributiondistribution of rights, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty days prior to the record date for determining holders of record of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, Shares whichever shall be the earlier. (b) In case , provided, however, no such notice shall be required pursuant to this Section 24 if any Subsidiary of the transactions referred to in Section 11(a)(ii) Corporation effects a consolidation or Section 13 merger with or into, or effects a sale or other transfer of this Rights Agreement are proposedassets or earnings power to, then, in any such case, other Subsidiary or the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) Corporation. The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company Corporation or the vote upon any such action. In case any Common Share Event described in Section 11(a)(ii) hereof shall occur, then, in any such case, the Corporation shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate in accordance with Section 25 hereof, a notice of the occurrence of such Common Share Event, which shall specify such event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof. Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a filing by the Corporation with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Corporation, including the Rights, for purposes of this Agreement and no other notice need be given.

Notice of Proposed Actions. In case the Company shall after the Distribution Date propose (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividenddividend out of earnings or the retained earnings of the Company), or (iib) to offer to the holders of record of its Preferred Common Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or options, or (iiic) to effect any reclassification of its Preferred the Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Common Stock), or (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 5025% of (i) the assets of the Company and its Subsidiaries (taken at net asset value as stated on the books of the Company and determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied) or (ii) the earning power of the Company and its Subsidiaries (taken as determined on a wholeconsolidated basis in accordance with generally accepted accounting principles consistently applied) to, to any other Person or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and each holder of record of a Right CertificateRight, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, Common Stock whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. In case any Common Stock Event described in Section 11(a)(ii) hereof shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such Common Stock Event, which shall specify such event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof. Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given.

Notice of Proposed Actions. (a) In case the CompanyCorporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), 11(g) or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the CompanyCorporation, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation shall give to each holder of record of a Right Rights Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 26 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company Corporation shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCorporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend to the holders of record of its Preferred shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividenddividend at a rate not in excess of 150% of the rate of the last cash dividend theretofore paid), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Common Stock or any recapitalization or reorganization of the CompanyCorporation, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation shall give to each holder of record of a Right Certificate, to the extent feasible and in accordance with Section 26 25 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Common Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company Corporation or the vote upon any such action. (b) In case the event referred to in Section 11(a)(ii) hereof shall occur, then the Corporation shall as soon as practicable thereafter, in accordance with Section 25 hereof, give to each holder of a Right notice of the occurrence of such an event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Proposed Actions. In case the Company shall propose (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Common [or Preferred] Stock or to make any other distribution to the holders of record of its Preferred Common [or Preferred] Stock (other than a regular periodic cash dividend), or (iib) to offer to the holders of record of its Preferred Common Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase shares of Preferred any additional Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iiic) to effect any reclassification of its Preferred Common [or Preferred] Stock (other than a reclassification involving only the subdivision or combination of outstanding Common [or Preferred] Stock), or (d) to effect any recapitalization consolidation, merger, share exchange or reorganization sale, transfer or other disposition of all or substantially all of the property, assets or business of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateWarrant, in accordance with Section 26 hereof8.2, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution or such dividend rights or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, disposition, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Common [or Preferred] Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 ten days prior to the record date for determining holders of record of the Preferred Common [or Preferred] Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Common [or Preferred] Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 7.4 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in in Section 11(a)(i11(a) (i) or to pay any dividend to the holders of record of its Preferred shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividenddividend at a rate not in excess of 150% of the rate of the last cash dividend theretofore paid), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case the event referred to in Section 11(a)(ii) shall occur, then the Company shall as soon as practicable thereafter, in accordance with Section 25 hereof, give to each holder of a Right notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividend), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding Preferred Stock), or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such stock dividend or distributiondistribution of rights or warrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any event described in Section 11(a)(ii) hereof shall occur, then the Company shall, as soon as practicable thereafter, give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its shares of Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its shares of Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its shares of Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for shares of Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its shares of Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation consolidation, combination or merger with or into, or any share exchange with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or assets, earning power or cash flow of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each registered holder of record of a Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, combination, merger, share exchange, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of the shares of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Section 11(a)(ii) Event or Section 13 Event is proposed, then, in any such case, the Company shall, as soon as practicable thereafter, give to the Rights Agent and to each registered holder of Rights, to the extent feasible, in accordance with Section 26, notice of the occurrence of such event or proposal of such transaction which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividend)dividend out of earnings or retained earnings of the Company) to the holders of Preferred Stock, or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Companyoutstanding shares of Preferred Stock), or (iv) to effect any consolidation consolidation, merger or merger combination with or intoany other Person, or to effect or permit any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereof22, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetscombination, sale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (iSection 21(a)(i) or (ii21(a)(ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 22, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 8(a)(ii) or 10, as the case may be, and (ii) all references in Section 21(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier.least (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. In case the Company shall propose (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividend), ) or (iib) to offer to the holders of record of its Preferred Common Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase shares of Preferred any additional Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible rights or exchangeable securities or other rights, options or (iiic) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Company, outstanding Common Stock) or (ivd) to effect any consolidation consolidation, merger or merger with or intosale, or to effect any sale transfer or other transfer (disposition of all or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% substantially all of the property, assets or earning power business of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateWarrant, in accordance with Section 26 hereof21, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, disposition, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred the Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action , and in the case of any such action covered by clause (ia) or (iib) above at least 10 ten days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Common Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 20 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Common Stock or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Common Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Common Stock), or (iv) to effect any consolidation or merger into or with or intoany other Person, or to effect any sale or other transfer (or and/or, to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distributiondistribution of rights or warrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Common Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any Person becomes an Acquiring Person (except as a result of a Qualifying Tender Offer) then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii). (c) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders.

Notice of Proposed Actions. (a) In case If the CompanyCompany proposes, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividend)dividend out of earnings or retained earnings of the Company) to the holders of Preferred Stock, or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Companyoutstanding shares of Preferred Stock), or (iv) to effect effect, or permit any consolidation of its Subsidiaries to effect, any consolidation, merger or merger combination with or intoany other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding winding-up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify action specifying the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetscombination, sale, transfer, liquidation, dissolution or winding winding-up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (iSections 21(a)(i) or (ii21(a)(ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) If a Section 8(a)(ii) Event or Section 10 Event occurs, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 22, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Sections 8(a)(ii) or 10, as the case may be, and (ii) all references in Section 21(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, disposition, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(ii)(A) or (C) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(ii)(A) or (C) or Section 13 hereof, as the case may be, and, upon consummating consummation of such transactiontransaction or any transaction contemplated by Section 11(a)(ii)(B), shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCorporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), 11(g) or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the CompanyCorporation, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof28(a), notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company Corporation shall give to each holder of Rights, in accordance with Section 26 hereof28(a), notice of the proposal of such transaction at least 10 ten days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof13, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case the event referred to in Section 11(a)(ii) shall occur, then the Company shall as soon as practicable thereafter, in accordance with Section 25 hereof, give to each holder of a Right notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Proposed Actions. (a) In case the Company, after the earlier of the Distribution DateDate or the Stock Acquisition Data, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Common Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic quarterly cash dividend), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 25 hereof, notice of such proposed action, which shall specify the record date for the purposes purpose of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Common Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii) (A) or (C) or Section 13 of this Rights Agreement are proposedproposed after the earlier of the Distribution Date or the Stock Acquisition Date, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(ii)(A) or (C) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case If the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Companyoutstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger with or intointo any other Person, or to effect a statutory share exchange with any sale Person, or other transfer (or to effect and/or to permit one or more of its Subsidiaries to effect any sale sale, lease or other transfer), in one transaction or more a series of related transactions, of assets aggregating more than 50% of the assets (measured by either book value or earning power fair market value) or generating more than 50% of the operating income or cash flow of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereofSECTION 26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetsstatutory share exchange, sale, lease, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with SECTION 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under SECTION 11(A)(II) OR 13, as the case may be, and (ii) all references in SECTION 25(A) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend)11(g) hereof, or (ii) to offer to the holders of record of any class of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred its Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 25 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) hereof or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock Shares payable in stock Shares of any class or to make any other distribution to the holders of record of its Preferred Stock Shares (other than a regular periodic cash dividenddividend at a rate not in excess of 150% of the rate of the last cash dividend theretofore paid), or (ii) to offer to the holders of record of its Preferred Stock or Shares options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock Shares (including any security convertible into or exchangeable for Preferred StockShares) or shares of stock Shares of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock Shares or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of or participation therein by the holders of record of Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in either Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend)11(g) hereof, or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) hereof or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividend), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase shares of any additional Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding Preferred Stock), or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Rights Certificate, in accordance with Section 26 hereof26, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such stock dividend or distributiondistribution of rights or warrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetstransfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any event described in Section 11(a)(ii) hereof shall occur, then the Company shall, as soon as practicable thereafter, give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Proposed Actions. (a) In case If the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Companyoutstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger with or intoany other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, Persons or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and, to the extent feasible, to each holder of record of a Right CertificateRight, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (iSection 25(a)(i) or (ii25(a)(ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 section or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement, and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Sections 11(a)(ii) or 13, as the case may be, and (ii) all references in Section 25(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its shares of Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its shares of Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its shares of Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for shares of Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its shares of Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation consolidation, combination or merger with or into, or any share exchange with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or assets, earning power or cash flow of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and, to the extent feasible, each registered holder of record of a Right Certificate, Certificate in accordance with Section 26 hereof25, a written notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, combination, merger, share exchange, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) calendar days prior to the record date for determining holders of record of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of the shares of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Section 11(a)(ii) Event is proposed, then, in any such case, the Company shall, as soon as practicable thereafter, give to the Rights Agent and to each registered holder of Rights, to the extent feasible, in accordance with Section 25, notice of the occurrence of such event or proposal of such transaction which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii), upon consummating such transaction, shall similarly give notice thereof to each holder of Rights.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), 11(g) or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassificationreclas- sification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Company, Company shall propose at any time after the Distribution Date, shall propose Date (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 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 PersonsPerson, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause clauses (i) or (ii) above at least 10 ten days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Section 11(b) Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(b) hereof.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividenddividend at a rate not in excess of 150% of the rate of the last cash dividend theretofore paid), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case the event referred to in Section 11(a)(ii) shall occur, then the Company shall as soon as practicable thereafter, in accordance with Section 25 hereof, give to each holder of a Right notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Proposed Actions. (a) In case the CompanyCorporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend11(g), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Common Stock or any recapitalization or reorganization of the CompanyCorporation, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, any other Person or Persons, Persons or (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation shall give to each holder of record of a Right Rights Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Common Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company Corporation shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its shares of Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its shares of Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its shares of Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for shares of Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities securities, or other rights, or (iii) to effect any reclassification of its shares of Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation consolidation, combination or merger with or into, or any share exchange with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or assets, earning power or cash flow of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution dissolution, or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and, to the extent feasible, each registered holder of record of a Right Certificate, Certificate in accordance with Section 26 hereof25, a written notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, combination, merger, share exchange, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) calendar days prior to the record date for determining holders of record of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of the shares of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Section 11(a)(ii) Event is proposed, then, in any such case, the Company shall, as soon as practicable thereafter, give to the Rights Agent and to each registered holder of Rights, to the extent feasible, in accordance with Section 25, notice of the occurrence of such event or proposal of such transaction which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii), upon consummating such transaction, shall similarly give notice thereof to each holder of Rights.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Preferred Common Stock (other than a regular periodic cash dividenddividend at a rate not in excess of 150% of the rate of the last cash dividend theretofore paid), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 5015% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of record of a Right Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case the event referred to in Section 11(a)(ii) shall occur, then the Company shall as soon as practicable thereafter, in accordance with Section 25 hereof, give to each holder of a Right notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, disposition, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(ii)(A) or (C) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(ii)(A) or (C) or Section 13 hereof, as the case may be, and, upon consummating consummation of such transaction, or any transaction contemplated by Section 11(a)(ii)(B) shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its shares of Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its shares of Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its shares of Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for shares of Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its shares of Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation consolidation, combination or merger with or into, or any share exchange with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or assets, earning power or cash flow of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each registered holder of record of a Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, combination, merger, share exchange, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of the shares of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Section 11(a)(ii) Event or Section 13 Event is proposed, then, in any such case, (i) the Company shall, as soon as practicable thereafter, give to the Rights Agent and to each registered holder of Rights, to the extent feasible, in accordance with Section 26, notice of the occurrence of such event or proposal of such transaction which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each registered holder of Rights, and (ii) all references in Section 25(a) to shares of Preferred Stock shall be deemed thereafter to refer to shares of Common Stock of the Company and/or, if appropriate, other securities of the Company.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with or intoany other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateCertificate and the Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, reclassification consolidation, merger, sale or transfer of assetssale, transfer, and liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given. (c) In case any Section 11(a)(ii) Event or Section 13 Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right Certificate and to the Rights Agent, in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock, Special Common Stock and, if appropriate, other securities.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend)11(g) hereof, or (ii) to offer to the holders of record of any class of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred its Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Series H Junior Preferred Stock or Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent (50% %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 25 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) hereof or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of record of the Series H Junior Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Capital Stock or Series H Junior Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i), 11(g) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 ten (10) days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i), 11(g) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCompany shall -------------------------- propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or any recapitalization or reorganization combination of the Company, outstanding shares of Preferred Stock) or (iv) to effect any consolidation or merger with or intoany other Person, or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (1) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 25, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or 13, as the case may be, and (2) all references in Section 24(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.proposed

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), 11(g) or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Common Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Common Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof25, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), ) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Common Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the transactions referred to in Section 11(a)(ii11(a)(i) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 25 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii11(a)(i) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Preferred Stock), or (iv) to effect any consolidation consolidation, share exchange or merger into or with or into, any other Person or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetsshare exchange, sale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record the shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of record the shares of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.of

Notice of Proposed Actions. (a) In case the Company, Company shall propose at any time after the Distribution Date, shall propose Date (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of the Series B Preferred Stock or to make any other distribution to the holders of record of its the Series B Preferred Stock (other than a regular periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of record of its the Series B Preferred Stock rights or options, warrants, or other rights warrants to subscribe for or to purchase any additional shares of Series B Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its the Series B Preferred Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Companyoutstanding shares of Series B Preferred Stock), or (iv) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of fifty percent (50%) or more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to the Rights Agent and each holder of record of a Right CertificateRight, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock and/or Series B Preferred Stock, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause clauses (i) or (ii) above at least 10 ten (10) calendar days prior to the record date for determining holders of record of the Series B Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Series B Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case a Section 11(b) Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate and the Rights Agent, in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(b) hereof.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date, Company shall propose (iA) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Common Stock or to make any other distribution (whether in stock, cash, property, evidences of indebtedness or other securities) to the holders of record of its Preferred Stock Common Stock, (other than a regular periodic cash dividend), or (iiB) to offer to the holders of record of its Preferred Common Stock or options, warrants, or other rights to subscribe for or to purchase any Convertible Securities or additional shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, warrants, rights or options, warrants, convertible or exchangeable securities or other rights, or (iiiC) to effect any reclassification of its Preferred Stock Common Stock, (D) to effect any recapitalization, stock subdivision, stock combination or any recapitalization or reorganization of the Companyother capital reorganization, or (ivE) to effect any consolidation or merger with or intomerger, share exchange, or to effect any sale sale, lease or other transfer (disposition of all or to permit one or more substantially all of its Subsidiaries to effect any sale or other transfer)property, in one or more transactions, of more than 50% of the assets or earning power business or any other Sale of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (vF) to effect the liquidation, dissolution or winding up of the Company, then, then in each such case, case the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, Warrantholder written notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)stock dividend, distribution or such dividend or distributionrights, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer share exchange, sale, transfer, disposition, Sale of assetsthe Company, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Common Stock, if any such date is to be fixed, or the date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock. Such notice shall be so given in the case of any action covered by clause (iA) or (iiB) above at least 10 fifteen (15) days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such actionaction and, and in the case of any other such other action, at least 10 fifteen (15) days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Common Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CompanyCompany shall propose, at any time after the Distribution Date, shall propose (ixii) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of record Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings of the Company), or (xiii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (xivB to effect any reclassification of its Preferred Stock (other than a regular periodic cash dividend), reclassification involving only the subdivision or (ii) to offer to the holders combination of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase outstanding shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (ivxv) to effect any consolidation or merger with or intoany other Person, or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (vxvi) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right CertificateRight, to the extent feasible, and to the Rights Agent, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i)dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (iSection 25(a)(i) or (ii25(a)(ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, and to the Rights Agent, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or 13, as the case may be, and (ii) all references in Section 25(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be.

Notice of Proposed Actions. (a) In case the Company, after the Distribution Date-------------------------- Rights become exercisable, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Common Stock or the Subject Shares or to make any other distribution to the holders of record of its Preferred Common Stock or Subject Shares (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Common Stock or options, warrants, Subject Shares rights or other rights warrants to subscribe for or to purchase any additional shares of Preferred Common Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Common Stock or Subject Shares (other than a reclassification involving only the subdivision of outstanding shares of Common Stock) or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% 50 percent of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of record of a Right CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i)dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Preferred StockCommon Stock and/or Subject Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty days prior to the record date for determining holders of record of the Preferred Common Stock and/or Subject Shares for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred StockCommon Stock and/or Subject Shares, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) . The failure to give notice required by this Section 25 24 or any defect therein thereon shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.