Common use of Notice of Proposed Actions Clause in Contracts

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iii) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (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 a Right, in accordance with Section 26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (i) or (ii) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 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, 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). (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time Company, after the Distribution Date 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 Common Stock payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred record of its Common Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of the Preferred record of its Common Stock or options, warrants, or other rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock (including any security convertible into or exchangeable for Common 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 any recapitalization or reorganization of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock)Company, or (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales sale 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 PersonPerson or Persons, 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 RightRight Certificate, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividendtransaction referred to in Section 11(a)(i), distribution of rights or warrantssuch dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale, transfersale or transfer of assets, liquidation, dissolution, dissolution or winding up is to take place and the record date of for determining participation therein by the holders of the record of Common Stock and/or Preferred Stock, if any such date is to be fixed. Such , and such notice shall be so given in the case of any action covered by clauses clause (i) or (ii) above at least ten 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 ten 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred record of 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 the 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, 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). (c) 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 on any such action.

Notice of Proposed Actions. (a) In case If the Company shall propose proposes, at any time after the earlier of the Distribution Date or the Stock Acquisition Date, (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic quarterly cash dividend out of earnings or retained earnings of the Company)) to the holders of Preferred Stock, (ii) to offer to the holders of the its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iii) to effect any reclassification of the its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), (iv) to effect any consolidation share exchange, consolidation, merger or merger into or withcombination with any other Person, or to effect (or permit any of its subsidiaries to effect) any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding 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 a RightRight Certificate, in accordance with Section 26to the extent feasible, a notice of such proposed action, which shall specify action specifying the record date for the purposes of any such stock dividend, distribution or offering of rights or warrants, or the date on which any such share exchange, reclassification, consolidation, merger, combination, sale, transfer, liquidation, dissolution, dissolution or winding winding-up is to take place and the date of participation therein by the holders of the Common Preferred Stock and/or Preferred Common Stock, if any such date is to be fixed. Such fixed and such notice shall be so given in the case of any action covered by clauses (iSection 22(a)(i) or (iiSection 22(a)(ii) above at least ten 10 days prior to the record date for determining holders of the Preferred Stock for purposes of and/or Common Stock entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least ten 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Stock and/or Common Stock, whichever shall be the earlier. The failure to give a 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 a Section 11(b9(a)(ii) Event shall occuror Section 11 Event occurs, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate(or if occurring prior to the Distribution Date, the holders of the Common Stock), in accordance with Section 2623, a written notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Sections 9(a)(ii) or 11, as the case may be, and (ii) all references in Section 11(b)22(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or other capital stock, as the case may be. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company Company, after the Rights become exercisable, shall propose at any time after the Distribution Date (i) to pay any dividend payable in stock of any class to the holders of its Common Stock or the Preferred Stock Subject Shares or to make any other distribution to the holders of the Preferred its Common Stock or Subject Shares (other than a regular periodic cash dividend out of earnings or retained earnings of the Companydividend), or (ii) to offer to the holders of the Preferred its Common Stock or Subject Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, rights or options, or (iii) to effect any reclassification of the Preferred its Common Stock or Subject Shares (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock)) or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales sale or other transfer), in one or more transactions, of 50% or more than 50 percent of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, 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 a Right, in accordance with Section 2625, a notice. The notice of such proposed action, which action shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockSubject Shares, if any such date is to be fixed. Such The notice shall be so given in the case of any action covered by clauses clause (i) or (ii) above at least ten 20 days prior to the record date for determining holders 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 ten 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred StockCommon Stock and/or Subject Shares, whichever shall be the earlier. 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. (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, 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). (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date propose (ia) to pay any dividend payable in stock of any class to the holders of the its Preferred Stock or to make any other distribution to the holders of the its Preferred Stock (other than a regular periodic cash dividend out of earnings or the retained earnings of the Company), or (iib) to offer to the holders of the its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock, Common Stock or shares of stock of any other class or any other securities, rights rights, or options, or (iiic) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales sale or other transfer), in one transaction or more a series of related transactions, of 50more than 25% or more of (i) the assets of the assets 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 PersonPerson or Persons, or (ve) 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 a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such , and such notice shall be so given in the case of any action covered by clauses clause (ia) or (iib) above at least ten twenty days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Stock, Common 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 a any Common Stock Event described in Section 11(b11(a)(ii) Event hereof shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Rights Certificate, in accordance with Section 2626 hereof, a notice of the occurrence of such eventCommon Stock Event, which shall specify the such event and the consequences of the event to holders of Rights under Section 11(b). (c11(a)(ii) Failure hereof. Notwithstanding anything in this Agreement to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of contrary, prior to the action taken Distribution Date a filing by the Company or with the vote on any such actionSecurities 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 shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (iib) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iiic) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 a RightRight and the Rights Agent, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (ia) or (iib) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 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 2626 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. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iii) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (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 a Right, in accordance with Section 2626 hereof, a notice of such proposed actionaction (with prompt written notice thereof to the Rights Agent), which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (i) or (ii) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 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 2626 hereof, a notice of the occurrence of such eventevent (with prompt written notice thereof to the Rights Agent), which shall specify the event and the consequences of the event to holders of Rights under Section 11(b)) hereof. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of the Preferred its Common Stock or to make any other distribution to the holders of the Preferred its Common Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of the Preferred its Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, rights or options, or (iiic) to effect any reclassification of the Preferred its Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. 28 Such notice shall be so given in the case of any action covered by clauses (ia) or (iib) above at least ten days prior to the record date for determining holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Common 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 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 2626 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. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time Company, after the Distribution Date 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 Company Common Stock payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred record of Company Common Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Companydividend), (ii) to offer to the holders of the Preferred record of Company Common Stock or options, warrants, or other rights or warrants to subscribe for or to purchase any additional shares of Preferred Company Common Stock (including any security convertible into or exchangeable for Company Common Stock) or shares of stock of any other class or any other securities, rights options, warrants, convertible or optionsexchangeable securities or other rights, (iii) to effect any reclassification of Company Common Stock or any recapitalization or reorganization of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock)Company, (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales sale 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 PersonPerson or Persons, 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 RightRight Certificate, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividendtransaction referred to in Section 11(a)(i), distribution of rights or warrantssuch dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale, transfersale or transfer of assets, liquidation, dissolution, dissolution or winding up is to take place and the record date of for determining participation therein by the holders of the record of Company Common Stock and/or Preferred Stock, if any such date is to be fixed. Such , and such notice shall be so given in the case of any action covered by clauses clause (i) or (ii) above at least ten 10 days prior to the record date for determining holders of record of the Preferred Company Common Stock for purposes of such action, and in the case of any such other action, at least ten 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred record of Company 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 the 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, 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). (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time Company, after the Distribution Date Date, shall propose (i) to pay effect any dividend payable in stock of any class to the holders of the Preferred Stock transactions referred to in Section 11(a)(i) or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of the Preferred record of its Common Stock options, warrants, or other rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock (including any security convertible into or exchangeable for Common 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 the its Preferred Stock (other than a reclassification involving only or Common Stock or any recapitalization or reorganization of the subdivision of outstanding shares of Preferred Stock)Company, or (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales sale 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 PersonPerson or Persons, 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 RightRight Certificate, in accordance with Section 2625, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights transaction referred to in Section 11(a)(i) or warrantssuch dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale, transfersale or transfer of assets, liquidation, dissolution, or winding up is to take place and the record date of for determining participation therein by the holders of the record of Common Stock and/or or Preferred Stock, if any such date is to be fixed. Such , and such notice shall be so given in the case of any action covered by clauses clause (i) or (ii) above at least 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 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 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 any of the transactions referred to in Section 11(b11(a)(i) Event shall occuror 13 of this Rights Agreement are proposed, then then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right CertificateRights, in accordance with Section 2625 hereof, a notice of the occurrence proposal of such eventtransaction 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(b). (c11(a)(i) Failure to or 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice required by this Section 25 or any defect therein shall not affect the legality or validity thereof to each holder of the action taken by the Company or the vote on any such actionRights.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iii) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (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 a Right, in accordance with Section 26, Right Certificate a notice of such proposed actionaction (with prompt written notice thereof to the Rights Agent), which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (i) or (ii) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 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 2626 hereof, a notice of the occurrence of such eventevent (with prompt notice thereof to the Rights Agent), which shall specify the event and the consequences of the event to holders of Rights under Section 11(b)) hereof. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the record holders of the Preferred its Common Stock or to make any other distribution to the record holders of the Preferred its Common Stock (other than a regular periodic cash dividend out at a rate not in excess of earnings or retained earnings 200% of the Companyrate of the last cash dividend theretofore paid), or (iib) to offer to the record holders of the Preferred its Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, rights or options, or (iiic) to effect any reclassification of the Preferred its Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales sale or other transfer), in one or more transactionstransactions (including those occurring prior to the Company so proposing), 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 PersonPerson or Persons (other than the Company or any Subsidiary of the Company), or (ve) 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 record holder of a Right, in accordance with Section 2625, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the record holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such , and such notice shall be so given in the case of any action covered by clauses clause (ia) or (iib) above at least ten twenty days prior to the record date for determining record holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten twenty days prior to the date of the taking of such proposed action or the date of participation therein by the record holders of Preferred Common Stock, whichever shall be the earlier. 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(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, 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). (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iii) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (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 a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (i) or (ii) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 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 2626 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. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of the Preferred Common Stock or to make any other distribution to the holders of the Preferred Common Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (iib) to offer to the holders of the Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, rights or options, (iiic) to effect any reclassification of the Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 a RightRight and the Rights Agent, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (ia) or (iib) above at least ten days prior to the record date for determining holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Common 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 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 2626 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. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (iib) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iiic) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, 27 dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (ia) or (iib) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 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 2626 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. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of the Preferred its Common Stock or to make any other distribution to the holders of the Preferred its Common Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of the Preferred its Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, rights or options, or (iiic) to effect any reclassification of the Preferred its Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (ia) or (iib) above at least ten days prior to the record date for determining holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 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, 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). (c) 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 on any such action.the

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of the its Preferred Stock or to make any other distribution to the holders of the its Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of the its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, or (iiic) to effect any reclassification of the its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (ia) or (iib) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 a Section 11(b) Event shall occur, then the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 2626 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. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case If the Company shall propose proposes, at any time after the earlier of the Distribution Date or the Stock Acquisition Date, (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic quarterly cash dividend out of earnings or retained earnings of the Company)) to the holders of Preferred Stock, (ii) to offer to the holders of the its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iii) to effect any reclassification of the its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), (iv) to effect any consolidation share exchange, consolidation, merger or merger into or withcombination with any other Person, or to effect (or permit any of its subsidiaries to effect) any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding 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 a RightRight Certificate, in accordance with Section 26to the extent feasible, a notice of such proposed action, which shall specify action specifying the record date for the purposes of any such stock dividend, distribution or offering of rights or warrants, or the date on which any such share exchange, reclassification, consolidation, merger, combination, sale, transfer, liquidation, dissolution, dissolution or winding winding-up is to take place and the date of participation therein by the holders of the Common Preferred Stock and/or Preferred Common Stock, if any such date is to be fixed. Such fixed and such notice shall be so given in the case of any action covered by clauses (i‎Section 22(a)(i) or (ii‎Section 22(a)(ii) above at least ten 10 days prior to the record date for determining holders of the Preferred Stock for purposes of and/or Common Stock entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least ten 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Stock and/or Common Stock, whichever shall be the earlier. The failure to give a 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 a Section 11(b‎Section 9(a)(ii) Event shall occuror ‎Section 11 Event occurs, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate(or if occurring prior to the Distribution Date, the holders of the Common Stock), in accordance with Section 26‎Section 24, a written 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)Sections ‎9(a)(ii) or ‎11, as the case may be, and (ii) all references in ‎Section 22(a) to Preferred Stock shall be deemed thereafter to refer to Class A Common Stock and/or other capital stock, as the case may be. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (iA) to pay any dividend payable in stock of any class to the holders of the Preferred its Common Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company)its Common Stock, (iiB) to offer to the holders of the Preferred its Common Stock rights or warrants to subscribe for or to purchase any Convertible Securities or additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, rights securities or optionsOptions (other than Options issued pursuant to the Company Stock Option Plans), (iiiC) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred its Common Stock), (ivD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (E) to effect any consolidation or merger into or withmerger, 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 sales or other transfer)property, in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries business or (taken as a whole) to, any other Person, (vF) 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, then in each such case, case the Company shall give to each holder of a Right, in accordance with Section 26, a Holder written notice of such proposed action, which written notice shall specify the record date for the purposes of such stock dividend, distribution of rights or warrantsrights, or the date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred 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 and on the number of Warrant Shares issuable upon the exercise of each Warrant 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 clauses clause (i) or (iiA) above at least ten thirty (30) days prior to the record date for determining holders of the Preferred Common Stock for purposes of such actionaction and, and in the case of any other such other action, at least ten thirty (30) 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 Preferred Common 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 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, 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). (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (iA) to pay any dividend payable in stock of any class to the holders of the Preferred its Common Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company)its Common Stock, (iiB) to offer to the holders of the Preferred its Common Stock rights or warrants to subscribe for or to purchase any Convertible Securities or additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, rights securities or optionsOptions, (iiiC) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred its Common Stock), (ivD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (E) to effect any consolidation or merger into or withmerger, 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 sales or other transfer)property, in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries business or (taken as a whole) to, any other Person, (vF) 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 a Right, in accordance with Section 26, a Holder written notice of such proposed action, which written notice shall specify the record date for the purposes of such stock dividend, distribution of rights or warrantsrights, or the date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred 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 and on the number of Warrant Shares issuable upon the exercise of each Warrant 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 clauses clause (i) or (iiA) above at least ten thirty (30) days prior to the record date for determining holders of the Preferred Common Stock for purposes of such actionaction and, and in the case of any other such other action, at least ten thirty (30) days prior to the earlier of the date of the taking of such proposed action or and the date of participation therein by the holders of Preferred Common 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 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, 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). (c) 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 on any such action.

Notice of Proposed Actions. (a) In case If the Company shall propose proposes, at any time after the earlier of the Distribution Date or the Stock Acquisition Date, (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic quarterly cash dividend out of earnings or retained earnings of the Company)) to the holders of Preferred Stock, (ii) to offer to the holders of the its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iii) to effect any reclassification of the its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), (iv) to effect any consolidation share exchange, consolidation, merger or merger into or withcombination with any other Person, or to effect (or permit any of its subsidiaries to effect) any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding 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 a RightRight Certificate, in accordance with Section 26to the extent feasible, a notice of such proposed action, which shall specify action specifying the record date for the purposes of any such stock dividend, distribution or offering of rights or warrants, or the date on which any such share exchange, reclassification, consolidation, merger, combination, sale, transfer, liquidation, dissolution, dissolution or winding winding-up is to take place and the date of participation therein by the holders of the Common Preferred Stock and/or Preferred Common Stock, if any such date is to be fixed. Such fixed and such notice shall be so given in the case of any action covered by clauses (i‎Section 22(a)(i) or (ii‎Section 22(a)(ii) above at least ten 10 days prior to the record date for determining holders of the Preferred Stock for purposes of and/or Common Stock entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least ten 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Stock and/or Common Stock, whichever shall be the earlier. The failure to give a 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 a Section 11(b‎Section 9(a)(ii) Event shall occuror ‎Section 11 Event occurs, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate(or if occurring prior to the Distribution Date, the holders of the Common Stock), in accordance with Section 26‎Section 23, a written 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)Sections ‎9(a)(ii) or ‎11, as the case may be, and (ii) all references in ‎Section 22(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or other capital stock, as the case may be. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (iib) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iiic) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (i) or (ii) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 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, 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). (c) 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 on any such action.notice

Notice of Proposed Actions. (a) In case the Company shall propose at any time Company, after the Distribution Date Date, shall propose (i) to pay effect any dividend payable in stock of any class to the holders of the Preferred Stock transactions referred to in Section 11(a)(i) or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of the Preferred record of its Common Stock options, warrants, or other rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock (including any security convertible into or exchangeable for Common 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 the its Preferred Stock (other than a reclassification involving only or Common Stock or any recapitalization or reorganization of the subdivision of outstanding shares of Preferred Stock)Company, or (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales sale 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 PersonPerson or Persons, 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 RightRight Certificate, in accordance with Section 2625, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights transaction referred to in Section 11(a)(i) or warrantssuch dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale, transfersale or transfer of assets, liquidation, dissolution, or winding up is to take place and the record date of for determining participation therein by the holders of the record of Common Stock and/or or Preferred Stock, if any such date is to be fixed. Such , and such notice shall be so given in the case of any action covered by clauses clause (i) or (ii) above at least 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 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 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 any of the transactions referred to in Section 11(b11(a)(i) Event shall occuror 13 of this Rights Agreement are proposed, then then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right CertificateRights, in accordance with Section 2625 hereof, a notice of the occurrence proposal (with prompt written notice thereof to the Rights Agent) of such eventtransaction 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(b). (c11(a)(i) Failure to or 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice required by this Section 25 or any defect therein shall not affect the legality or validity thereof to each holder of the action taken by the Company or the vote on any such actionRights.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (iib) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iiic) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 to each holder of a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (ia) or (iib) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 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 2626 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). (c) 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 on any such action.hereof

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date propose (ia) to pay any dividend payable in stock of any class to the holders of the Preferred its Common Stock or to make any other distribution to the holders of the Preferred its Common Stock (other than a regular periodic cash dividend out of earnings or the retained earnings of the Company), or (iib) to offer to the holders of the Preferred its Common Stock rights Warrants or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, rights Warrants, or options, or (iiic) to effect any reclassification of the Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales sale or other transfer), in one transaction or more a series of related transactions, of 50more than 25% or more of (i) the assets of the assets 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 PersonPerson or Persons, or (ve) 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 Warrants Agent and each holder of a RightWarrant, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights Warrants or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by b y the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such , and such notice shall be so given in the case of any action covered by clauses clause (ia) or (iib) above at least ten twenty days prior to the record date for determining holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Stock, whichever Common Stock which ever shall be the The earlier. The failure Thefailure to give notice required by this Section 25 or any defect therein there in 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 any Common Stock Event described in Section 11(b11(a)(ii) Event hereof shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to the Warrants Agent and each holder of a Right Warrants Certificate, in accordance with Section 2626 hereof, a notice of the occurrence of such eventCommon Stock Event, which shall specify the such event and the consequences of the event to holders of Rights Warrants under Section 11(b). (c11(a)(ii) Failure hereof. Notwithstanding anything in this Agreement to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of contrary, prior to the action taken Distribution Date a filing by the Company or with the vote on any such actionSecurities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Warrants, for purposes of this Agreement and no other notice need be given.

Notice of Proposed Actions. (a) In case the Company shall propose propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of the Preferred Series B Preference Stock or to make any other distribution to the holders of the Preferred Series B Preference Stock (other than a regular periodic quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of the Preferred its Series B Preference Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Series B Preference Stock or shares of stock of any other class or any other securities, rights or options, or (iii) to effect any reclassification of the Preferred its Series B Preference Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Series B Preference Stock), ) or (iv) to effect any consolidation consolidation, merger or merger into or withshare exchange with any other Person, or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sales sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other PersonPerson or Persons, or (v) to effect a division or 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 a Right, to the extent feasible and in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of any such stock dividend, distribution or offering of rights or warrants, or the date on which any such reclassification, consolidation, merger, share exchange, sale, transfer, division, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Series B Preference Stock, if any such date is to be fixed. Such , and such notice shall be so given in the case of any action covered by clauses clause (i) or (ii) above at least ten twenty (20) days prior to the record date for determining holders of the Preferred Series B Preference Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least ten twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Series B Preference 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 Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a Section 11(bpublic 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 then, in any such case, (1) the Company shall as soon as practicable thereafter give to each holder of a Right CertificateRight, in accordance with Section 2626 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)11(a)(ii) or 13, as the case may be, and (2) all references in Section 25(a) to Series B Preference Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (iA) to pay any dividend Stock Dividend payable in stock of any class to the holders of the Preferred Common Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company)Common Stock, (ii) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iiiB) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), (ivC) to effect any recapitalization, Stock Subdivision, Stock Combination or other capital reorganization, (D) to effect any consolidation or merger into or withmerger, 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 sales or other transfer)property, in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Personbusiness, (vE) to effect the a Transaction, or any other liquidation, dissolution or winding up of the Company, or (viF) to declare or pay effect any dividend on the Common Stock payable in Common Stock or to effect a subdivisionother action which would require an adjustment under this Section 6, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, then in each such case, case the Company shall give to each holder of a Right, in accordance with Section 26, a the Holder written notice of such proposed action, which shall specify the date on which a record date is to be taken for the purposes of such stock dividendStock Dividend, distribution of rights Stock Subdivision, Stock Combination, or warrantsdistribution, or the date on which such Transaction, reclassification, recapitalization, reorganization, consolidation, merger, share exchange, sale, lease, transfer, disposition, liquidation, dissolution, or winding up or other transaction is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred 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 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 clauses clause (iA) or (iiB) above at least ten (10) days prior to the record date for determining holders of the Preferred Common Stock for purposes of such actionaction and, and in the case of any other such other action, at least ten (10) 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 Preferred Common 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 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, 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). (c) 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 on any such action.

Notice of Proposed Actions. (a) In case If the Company shall propose propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic quarterly cash dividend out of earnings or retained earnings of the Companydividend), (ii) to offer to the holders of the its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iii) to effect any reclassification of the its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other PersonPerson or Persons, (v) to effect the liquidation, dissolution or winding up of the Company, 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 a Right, to the extent feasible and in accordance with Section 26, a notice of such proposed action, which shall specify the record date for the purposes of any such stock dividend, distribution or offering of rights or warrants, or the date on which any such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, subdivision, combination, consolidation or winding up reclassification is to take place and the date of participation therein by the holders of the Common Stock and/or or Preferred Stock, if any such date is to be fixed. Such , and such notice shall be so given in the case of any action covered by clauses (iSection 25(a)(i) or (ii25(a)(ii) above at least ten 10 days prior to the record date for determining holders 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 ten 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a Section 11(bpublic 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 then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right CertificateRight, 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 11(b)25(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock or other capital stock, as the case may be. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case If the Company shall propose proposes, at any time after the earlier of the Distribution Date or the Stock Acquisition Date, (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic quarterly cash dividend out of earnings or retained earnings of the Company)) to the holders of Preferred Stock, (ii) to offer to the holders of the its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iii) to effect any reclassification of the its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), (iv) to effect any consolidation share exchange, consolidation, merger or merger into or withcombination with any other Person, or to effect (or permit any of its subsidiaries to effect) any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding 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 a RightRight Certificate, in accordance with Section 26to the extent feasible, a notice of such proposed action, which shall specify action specifying the record date for the purposes of any such stock dividend, distribution or offering of rights or warrants, or the date on which any such share exchange, reclassification, consolidation, merger, combination, sale, transfer, liquidation, dissolution, dissolution or winding winding-up is to take place and the date of participation therein by the holders of the Common Preferred Stock and/or Preferred Common Stock, if any such date is to be fixed. Such fixed and such notice shall be so given in the case of any action covered by clauses (iSection 22(a)(i) or (iiSection 22(a)(ii) above at least ten 10 days prior to the record date for determining holders of the Preferred Stock for purposes of and/or Common Stock entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least ten 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Stock and/or Common Stock, whichever shall be the earlier. The failure to give a 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 a Section 11(b9(a)(ii) Event shall occuror Section 11 Event occurs, then then, in any such case, (i) the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate(or if occurring prior to the Distribution Date, the holders of the Common Stock), in accordance with Section 2623, 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 9(a)(ii) or 11, as the case may be, and (ii) all references in Section 11(b)22(a) to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or other capital stock, as the case may be. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date propose (ia) to pay any dividend payable in stock of any class to the holders of the Preferred its Common Stock or to make any other distribution to the holders of the Preferred its Common Stock (other than a regular periodic cash dividend out of earnings or the retained earnings of the Company), or (iib) to offer to the holders of the Preferred its Common Stock rights Warrants or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, rights Warrants, or options, or (iiic) to effect any reclassification of the Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales sale or other transfer), in one transaction or more a series of related transactions, of 50more than 25% or more of (i) the assets of the assets 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 PersonPerson or Persons, or (ve) 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 Warrants Agent and each holder of a RightWarrant, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights Warrants or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such , and such notice shall be so given in the case of any action covered by clauses clause (ia) or (iib) above at least ten twenty days prior to the record date for determining holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Stock, Common 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 a any Common Stock Event described in Section 11(b11(a)(ii) Event hereof shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to the Warrants Agent and each holder of a Right Warrants Certificate, in accordance with Section 2626 hereof, a notice of the occurrence of such eventCommon Stock Event, which shall specify the such event and the consequences of the event to holders of Rights Warrants under Section 11(b). (c11(a)(ii) Failure hereof. Notwithstanding anything in this Agreement to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of contrary, prior to the action taken Distribution Date a filing by the Company or with the vote on any such actionSecurities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Warrants, for purposes of this Agreement and no other notice need be given.

Notice of Proposed Actions. (a) In case the Company shall propose propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of the Preferred Common Stock or to make any other distribution to the holders of the Preferred Common Stock (other than a regular periodic quarterly cash dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of the Preferred its Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, rights or options, or (iii) to effect any reclassification of the Preferred its Common Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Common Stock), ) or (iv) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sales sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other PersonPerson or Persons, 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 a Right, to the extent feasible, and to the Rights Agent, in accordance with Section 26, a notice of such proposed action, which shall specify the record date for the purposes of any such stock dividend, distribution or offering of rights or warrants, or the date on which any such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such , and such notice shall be so given in the case of any action covered by clauses (iSection 25(a)(i) or (ii25(a)(ii) above at least ten 20 days prior to the record date for determining holders of the Preferred Common Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least ten 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Common 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 Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a Section 11(bpublic 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 then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Right CertificateRight, 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(b)11(a)(ii) or 13, as the case may be. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (iA) to pay any dividend payable in stock of any class to the holders of the Preferred its Common Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company)its Common Stock, (iiB) to offer to the holders of the Preferred its Common Stock rights or warrants to subscribe for or to purchase any Convertible Securities or additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, rights securities or optionsOptions (other than Options issued pursuant to the Company Stock Option Plans), (iiiC) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred its Common Stock), (ivD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (E) to effect any consolidation or merger into or withmerger, 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 sales or other transfer)property, in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries business or (taken as a whole) to, any other Person, (vF) 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, then in each such case, case the Company shall give to each holder of a Right, in accordance with Section 26, a the Holder written notice of such proposed action, which written notice shall specify the record date for the purposes of such stock dividend, distribution of rights or warrantsrights, or the date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred 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 and on the number of Warrant Shares issuable upon the exercise of any Warrant 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 clauses clause (i) or (iiA) above at least ten thirty (30) days prior to the record date for determining holders of the Preferred Common Stock for purposes of such actionaction and, and in the case of any other such other action, at least ten thirty (30) 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 Preferred Common 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 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, 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). (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date propose (ia) to pay any dividend payable in stock of any class to the holders of the Preferred its Common Stock or to make any other distribution to the holders holder of the Preferred its Common Stock (other than a regular periodic cash dividend out of earnings or the retained earnings of the Company), or (iib) to offer to the holders of the Preferred its Common Stock (i) rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or (ii) shares of stock of any other class or (iii) any other securities, rights rights, or options, or (iiic) to effect any reclassification of the Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), or (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of (i) the assets of the assets or earning power of the Company company and its Subsidiaries (taken at net asset value as stated on the books of the Company and determined on a wholeconsolidated basis in accordance with generally accepted accounting principles consistently applied) to, or (ii) the earning power of the company and its Subsidiaries (determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied) to any other PersonPerson or Persons, or (ve) 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 a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such , and such notice shall be so given in the case of any action covered by clauses clause (ia) or (iib) above at least ten [twenty] days prior to the record date for determining holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Stock, Common 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 a any Common Stock Event described in Section 11(b11(a) Event (ii) hereof shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 2626 hereof, a notice of the occurrence of such eventCommon Stock Event, which shall specify the such event and the consequences of the event to holders of Rights under Section 11(b)11(a)(ii) hereof. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend or distribution payable in stock of any class Common Units to the holders of the Preferred Stock its Common Units or to make any other dividend or distribution to the holders of the Preferred Stock its Common Units (other than a regular periodic Permitted Issuances, cash dividend distributions or cash distribution payable out of consolidated earnings or retained earnings of the Company)earned or capital surplus, or (iib) to offer to the holders of the Preferred Stock rights Common Units rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common Units (or shares of stock of any other class securities convertible into Common Units), or any other securities, rights or options, (iiic) to effect any reclassification of the Preferred Stock its Common Units (other than a reclassification involving only the subdivision subdivision, split up, reverse split, or combination of outstanding shares of Preferred StockCommon Units), or (ivd) to effect any consolidation reorganization, consolidation, merger or merger into or withsale, or to effect any sale lease of all or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more substantially all of the property, assets or earning power business of the Company and its Subsidiaries Company, or (taken as a whole) to, any other Person, (ve) 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 Holder of a RightWarrant, in accordance with Section 2622 hereof, a notice of such proposed action, which shall specify (i) the record date for the purposes of such stock dividend, Common Unit distribution or distribution of rights or warrants, or (ii) the date on which such reorganization, reclassification, split up, reverse split, consolidation, merger, sale, transferlease, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockUnits, if any such date is to be fixed. Such ; and such notice shall be so given in the case of any action covered by clauses clause (ia) or (iib) above at least ten 20 days prior to the record date for determining holders of the Preferred Stock Common Units for purposes of such action, and in the case of any such other actionaction covered by clause (c), (d) or (e) above, at least ten 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred StockCommon Units, whichever shall be the earlier. At the Company's request, the Warrant Agent shall give such notice in the Company's name and at its expense. The failure to give notice required by this Section 25 21 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, 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). (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, 23 rights or options, (iii) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (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 a Right, in accordance with Section 26, Right Certificate a notice of such proposed actionaction (with prompt written notice thereof to the Rights Agent), which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (i) or (ii) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 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 2626 hereof, a notice of the occurrence of such eventevent (with prompt notice thereof to the Rights Agent), which shall specify the event and the consequences of the event to holders of Rights under Section 11(b)) hereof. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (iib) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iiic) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (i) or (ii) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 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, 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). (c) 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 on any such action.rights

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (iib) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iiic) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 a RightRight and the Rights Agent, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (ia) or (iib) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 a Section 11(b) Event shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right CertificateCertificate and to the Rights Agent, in accordance with Section 2626 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. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of the Preferred its Common Stock or to make any other distribution to the holders of the Preferred its Common Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of the Preferred its Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, rights or options, or (iiic) to effect any reclassification of the Preferred its Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (ia) or (iib) above at least ten days prior to the record date for determining holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Common 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 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 2626 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. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (iv) to pay any dividend payable in stock of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), (iivi) to offer to the holders of the Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, (iiivii) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (ivviii) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (vix) to effect the liquidation, dissolution or winding up of the Company, or (vix) 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 a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (i) or (ii) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 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 2626 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. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of the its Preferred Stock or to make any other distribution to the holders of the its Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of the its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, or (iiic) to effect any reclassification of the its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 mail by first class mail to each holder of a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (ia) or (iib) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Stock, whichever shall be the earlier. 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. (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, 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). (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date date (ia) to pay any dividend payable in stock of any class to the holders of the its Preferred Stock or to make any other distribution to the holders of the its Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of the its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, or (iiic) to effect any reclassification of the its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 mail by first class mail to each holder of a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is in to be fixed. Such notice shall be so given in the case of any action covered by clauses (ia) or (iib) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred Stock, whichever shall be the earlier. 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. (b) . In case a any of the events set forth in Section 11(b) Event of this Agreement shall occur, then then, in any such case, the Company shall as soon as practicable thereafter give mail by first class mail to each holder of a Right Certificate, in accordance with Section 2626 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. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company Company, after the Rights become exercisable, shall propose at any time after the Distribution Date (iI) to pay any dividend payable in stock of any class to the holders of its Common Stock or the Preferred Stock Subject Shares or to make any other distribution to the holders of the Preferred its Common Stock or Subject Shares (other than a regular periodic cash dividend out of earnings or retained earnings of the Companydividend), OR (iiII) to offer to the holders of the Preferred its Common Stock or Subject Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, rights or options, OR (iiiIII) to effect any reclassification of the Preferred its Common Stock or Subject Shares (other than a reclassification involving only the subdivision of outstanding shares of Preferred Common Stock)) or any recapitalization or reorganization of the Company, OR (ivIV) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales sale or other transfer), in one or more transactions, of 50% or more than 50 percent of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, OR (vV) 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), thenTHEN, in each such case, the Company shall give to each holder of a Right, in accordance with Section 2625, a notice. The notice of such proposed action, which action shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockSubject Shares, if any such date is to be fixed. Such The notice shall be so given in the case of any action covered by clauses clause (i) or (ii) above at least ten 20 days prior to the record date for determining holders 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 ten 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Preferred StockCommon Stock and/or Subject Shares, whichever shall be the earlier. 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. (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, 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). (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of the its Preferred Stock or to make any other distribution to the holders of the its Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of the its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any other class or any other securities, rights or options, or (iiic) to effect any reclassification of the its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sales or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) 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 a Right, in accordance with Section 2626 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed. Such notice shall be so given in the case of any action covered by clauses (ia) or (iib) above at least ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders 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 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 2626 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. (c) 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 on any such action.

Notice of Proposed Actions. (a) In case the Company shall propose at any time after the Distribution Date (iA) to pay any dividend payable in stock of any class to the holders of the Preferred its Common Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company)its Common Stock, (iiB) to offer to the holders of the Preferred its Common Stock rights or warrants to subscribe for or to purchase any Convertible Securities or additional shares of Preferred Common Stock or shares of stock of any other class or any other securities, warrants, rights or options, (iiiC) to effect any reclassification of the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred its Common Stock), (ivD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (E) to effect any consolidation or merger into or withmerger, 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 sales or other transfer)property, in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries business or (taken as a whole) to, any other Person, (vF) 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, then in each such case, case the Company shall give to each holder of a Right, in accordance with Section 26, a the Holder written notice of such proposed action, which shall specify the date on which a record date is to be taken for the purposes of such stock dividend, distribution of rights or warrantsrights, or the date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred 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 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 clauses clause (iA) or (iiB) above at least ten (10) days prior to the record date for determining holders of the Preferred Common Stock for purposes of such actionaction and, and in the case of any other such other action, at least ten (10) 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 Preferred Common 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 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, 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). (c) 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 on any such action.