Common use of Preferred Stock Record Date Clause in Contracts

Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (or Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares of Preferred Stock (or Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such securities (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares of Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such the shares of Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, other securities) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and all any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable Preferred Stock (or, following the occurrence of a Triggering Event, other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such securities (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the applicable Preferred Stock (or, following the occurrence of a Triggering Event, other securities) transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder shareholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares Units of Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares the Units of Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, other securities) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and all any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable Preferred Stock (or, following the occurrence of a Triggering Event, other securities) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such securities (fractional or otherwise) shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable Preferred Stock transfer books of the Company are open; providedprovided further, furtherhowever, that if delivery of a number of one one-thousandths of a share Units of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share Units of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) Units first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a holder of a Unit of Preferred Stock for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares Units (or, following the occurrence of Preferred Stock (or Common Stock and/or a Triggering Event, other securitiessecurities that may be delivered upon exercise of Rights) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares the Units (or, following the occurrence of Preferred Stock (or Common Stock and/or a Triggering Event other securitiessecurities that may be delivered upon the exercise of the Rights) represented thereby on, and such certificate shall be dated, at the Close of Business on the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and all any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable Preferred Stock (or, following the occurrence of a Triggering Event, other securities that may be delivered upon the exercise of the Rights) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such securities (fractional or otherwise) shares at the Close of Business on, and such certificate shall be dated, the next succeeding Business Day on which the applicable such transfer books of the Company are open; providedprovided further, furtherhowever, that if delivery of a number of one one-thousandths Units (or following the occurrence of a share Triggering Event, other securities that may be delivered upon the exercise of Preferred Stock (or Common Stock and/or other securitiesthe Rights) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths Units (or following the occurrence of a share Triggering Event, other securities that may be delivered upon the exercise of Preferred Stock (or Common Stock and/or other securitiesthe Rights) only when such shares of Preferred Stock (or Common Stock and/or other securities) Units first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as expressly provided hereinin this Agreement.

Preferred Stock Record Date. Each Person in whose name any --------------------------- certificate for shares of Preferred Stock (or Common Stock and/or other securitiesincluding any fraction of a share of Preferred Stock) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such the shares of Preferred Stock (or Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Rights Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price (and all any applicable transfer taxes) was made; provided, however, -------- ------- that if the date of such surrender and payment is a date upon which the applicable Preferred Stock transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such securities (fractional or otherwise) shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable Preferred Stock transfer books of the Company are open; and further provided, furtherhowever, that if -------- ------- delivery of a number of one one-thousandths of a share shares of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c), such Persons Person shall be deemed to have become the record holders holder of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) only when such shares first become deliverable. Prior to the exercise of the Rights Right evidenced thereby, the holder of a Rights Right Certificate shall not be entitled to any rights of a stockholder shareholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares Units of Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares the Units of Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, other securities) represented evidenced thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and all any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable Preferred Stock (or, following the occurrence of a Triggering Event, other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such securities (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the applicable Preferred Stock (or, following the occurrence of a Triggering Event, other securities) transfer books of the Company are open; and further provided, furtherhowever, that if delivery of a number of one one-thousandths of a share Units of Preferred Stock (or Common Stock and/or other securities) is delayed as a result of a failure to register such Units of Preferred Stock pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share Units of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) Units first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for shares the Preferred Stock for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry in the Book Entry account system of the transfer agent for the Preferred Stock shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and all any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable Preferred Stock (or Common Stock and/or other securities as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such securities (fractional or otherwise) on, and such certificate or entry in the Book Entry account system of the transfer agent for the Preferred Stock shall be dated, the next succeeding Business Day on which the applicable Preferred Stock (or Common Stock and/or other securities as the case may be) transfer books of the Company are open; providedopen and, provided further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c)) hereof, such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other the securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name --------------------------- any certificate for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the applicable Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such securities shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become transfer books of the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) first become deliverableCompany are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or depositary receipt for shares Units of Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares the Units of Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, other securities) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and all any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable Preferred Stock (or, following the occurrence of a Triggering Event, other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such securities (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the applicable Preferred Stock (or, following the occurrence of a Triggering Event, other securities) transfer books of the Company are open; open and, further provided, furtherhowever, that if delivery of a number of one one-thousandths of a share Units of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c)) hereof, such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share Units of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) Units first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of Units of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and all any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such securities shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become transfer books of the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) first become deliverableCompany are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person (other than the Company) in whose name any certificate (or entry in the book-entry account) for shares of Preferred Stock (or Common Stock and/or other securities) is issued (or in whose name a book-entry account for such securities is held) upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares of the Preferred Stock (or Common Stock and/or other securities) represented thereby on, and such certificate (or, in the case of securities held in book-entry form, the related direct transaction registration advice) shall be dated, the date upon which the Rights Right Certificate evidencing such Rights was duly surrendered (or the transfer of the book-entry accounts effected) and payment of the Exercise Purchase Price (and all any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender (or transfer in book-entry form) and payment is a date upon which the applicable Preferred Stock (or other securities) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such securities (fractional or otherwise) shares on, and such certificate (or, in the case of securities held in book-entry form, the related direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine) shall be dated, the next succeeding Business Day on which the applicable Preferred Stock (or other securities) transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Right Certificate (or book-entry account) shall not be entitled to any rights of a stockholder shareholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (or Class A Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares of Preferred Stock (or Class A Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such securities (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Class A Common Stock and/or other securities) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock (or Class A Common Stock and/or other securities) only when such shares of Preferred Stock (or Class A Common Stock and/or other securities) first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate or entry in the book-entry account system of the transfer agent for shares a number of one one-hundredths of a share of Preferred Stock (or shares of Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares of Preferred Stock (or shares of Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry in the book-entry account system of the transfer agent shall be dated, the date upon which the Rights Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and all any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable Preferred Stock (or shares of Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such securities shares (fractional or and otherwise) on, and such certificate or entry in the book-entry account system of the transfer agent shall be dated, the next succeeding Business Day on which the applicable Preferred Stock (or shares of Common Stock and/or other securities, as the case may be) transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate Right Certificate, as such, shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any meetings or other proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and all applicable transfer taxestaxes and other governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such securities shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become transfer books of the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) first become deliverableCompany are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (or Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares of Preferred Stock (or Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such securities (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name --------------------------- any certificate for shares of Preferred Stock (or Common Stock and/or other securitiesincluding any fraction of a share of Preferred Stock) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such the shares of Preferred Stock (or Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Rights Right Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price (and all any applicable transfer taxes) was made; provided, -------- however, that if the date of such surrender and payment is a date upon which the applicable ------- Preferred Stock transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such securities (fractional or otherwise) shares on, and such certificate shall be dated, the next succeeding Business Day on which the applicable Preferred Stock transfer books of the Company are open; and further provided, furtherhowever, that if ------- -------- ------- delivery of a number of one one-thousandths of a share shares of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c), such Persons Person shall be deemed to have become the record holders holder of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) only when such shares first become deliverable. Prior to the exercise of the Rights Right evidenced thereby, the holder of a Rights Right Certificate shall not be entitled to any rights of a stockholder shareholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person (other than the Company) in whose name any certificate for shares of Preferred Stock (or Common Stock and/or other securities) is issued (or in whose name a book-entry account for such securities is held) upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such shares of the Preferred Stock (or Common Stock and/or other securities) represented thereby on, and such certificate (or, in the case of securities held in book-entry form, the related direct transaction registration advice) shall be dated, the date upon which the Rights Right Certificate evidencing such Rights was duly surrendered (or the transfer of the book-entry accounts effected) and payment of the Exercise Purchase Price (and all any applicable transfer taxesor similar taxes and charges) was made; provided, however, that if the date of such surrender (or transfer in book-entry form) and payment is a date upon which the applicable Preferred Stock (or other securities) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such securities (fractional or otherwise) shares on, and such certificate (or, in the case of securities held in book-entry form, the related direct registration transaction advice or such other notification as the Board of Directors in its discretion may determine) shall be dated, the next succeeding Business Day on which the applicable Preferred Stock (or other securities) transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Right Certificate (or book-entry account) shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or depositary receipt for Units or shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such the Units or shares of Preferred Stock (or Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise applicable Purchase Price (and all any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable Preferred Stock (or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such securities (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the applicable Preferred Stock (or other securities) transfer books of the Company are open; further provided, furtherhowever, that if delivery of a number of one one-thousandths of a share the Units or shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) is delayed pursuant to Section 9(c)) hereof, such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share Units or shares of Preferred Stock (or Common Stock and/or other securities) only when such Units or shares of Preferred Stock (or Common Stock and/or other securities) first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for shares the Preferred Stock for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry in the Book Entry account system of the transfer agent for the Preferred Stock shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the applicable Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such securities shares (fractional or otherwise) on, and such certificate or entry in the Book Entry account system of the transfer agent for the Preferred Stock shall be dated, the next succeeding Business Day on which the applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become transfer books of the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities) only when such shares of Preferred Stock (or Common Stock and/or other securities) first become deliverableCompany are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares or other securities for which the Rights are shall be exercisable, including including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.