Common use of Redemption and Termination Clause in Contracts

Redemption and Termination. (a) The Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later date as may be determined by a majority of the Continuing Directors and publicly announced by the Company, or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Company Company, may, at its option, upon approval by the affirmative vote or written consent of not less than a majority of the Continuing DirectorsBoard then in office, at any time prior to the earlier of (i) the Shares Acquisition Distribution Date or such later date as may be determined by a majority of the Continuing Directors and publicly announced by the Company, or (ii) the Final Close of Business on the Expiration Date, redeem all (but not less than all all) of the then outstanding Rights Warrants at a redemption price of $.01 per RightWarrant, appropriately adjusted to reflect any stock split, stock dividend dividend, combination of shares, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the . The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the majority of the Board then in office. Immediately upon the taking of Directors; provided thatsuch action ordering the redemption of all of the Warrants, notwithstanding anything evidence of which shall have been filed with the Warrants Agent, and without any further action and without any notice, the Warrant to exercise the contrary contained in this Section 23(aWarrants so redeemed will terminate and the only Warrant thereafter of the holders of such Warrants so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon). Within 10 days after such action ordering the redemption of all of the Warrants, the Company may not take any action pursuant shall give notice of such redemption to this Section 23(a) unless (x) at the time holders of the action then outstanding Warrants by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Board of Directors Warrants Agent or, prior to the Distribution Date, on the registry books of the Company approving transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption and shall state the form of method by which the payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may Price shall be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishmade.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved prior to such merger by the Board of Directors of the Company and by the stockholders of the Company at a stockholders' meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved prior to such merger by the Board of Directors of the Company and by the shareholders of the Company at a shareholders' meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The a)The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to 5:00 P.M., New York City time, on the earlier of (i) the Shares close of business on the tenth day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Continuing Directors and publicly announced by tenth day following the CompanyRecord Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, an such amount shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction trans-action occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding . Notwithstanding anything to the contrary contained in this Section 23(a)Agreement to the contrary, the Company may Rights shall not take any action pursuant to this be exercisable after the first occurrence of a Section 23(a11(a)(ii) unless Event until such time as the Company's right of redemption hereunder has expired. (xb) at the time of Immediately upon the action of the Board of Directors of the Company approving ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the form holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in officePrice will be made. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishSection 24.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of Directors of the Company and (y) prior to such merger by the stockholders of the Company at a stockholders' meeting (and not by written consent). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of the class of Common Stock for which the Right is exercisable (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of such class of Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained other than Class B Common Stock issued in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment respect of the Redemption PricePrice to be paid for Class A Rights; provided, there are then however, that the Redemption Price shall first be paid in office not less than two Continuing Directors and (y) shares of such action Common Stock for which a Right is approved by a majority exercisable to the extent of the Continuing Directors then in office. The redemption authorized shares of such class of Common Stock for which a Right is exercisable (excluding all such shares that are outstanding or reserved for issuance for purposes other than the exercise of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishRights).

Redemption and Termination. (a) The Company may, at its option, upon approval by a majority action of the Continuing Directors, its Board of Directors at any time prior to the earlier of (i) the Shares Close of Business on the tenth day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date has occurred prior to the Record Date, the Close of Business on the Continuing Directors and publicly announced by tenth day following the CompanyRecord Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "Redemption PriceREDEMPTION PRICE"). Notwithstanding anything contained in this Agreement to the contrary, and the Rights will not be exercisable after the first occurrence of a Section 11(a)(ii) Event except during the period that the Company's right of redemption under this Agreement has expired. The Company may, at its option, pay the Redemption Price either Price, in cash, shares of Common Stock (based on the current per share market price thereof (Current Market Price as determined pursuant to Section 11(d) hereof) defined in SECTION 11(d)(i), of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of . Immediately upon the action of the Board of Directors of the Company approving ordering the redemption of the Rights, evidence of which has been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights will be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company will give notice of such redemption to the Rights Agent and the form holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice that is mailed in the manner in this Agreement provided will be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may Price will be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishmade.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board of Directors of the Company authorizes redemption of the Rights after the time a Person becomes an Acquiring Person, the Rights may be redeemed only if (A) there is at least one Continuing Director then in office and (B) the Board of Directors, with the concurrence of a majority of the Continuing Directors then in office, determines that such redemption is, in their judgment, in the best interests of the Company and its stockholders. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Alternate Mergers Effective Time, the close of business on the tenth day following the Alternate Mergers Effective Time) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved prior to such merger by the Board of Directors of the Company and by the stockholders of the Company at a stockholders' meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Company Continuing Directors then in office may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth Business Day following the date as may be determined by a majority any Person (other than the Corporation, any Subsidiary of the Continuing Directors and publicly announced Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation, any Exempted Person or any Person or entity organized, appointed or established by the CompanyCorporation for or pursuant to the terms of any such plan), alone or together with its Affiliates, shall, at any time on or after the Declaration Date, become the Beneficial Owner of 10% or more of the total combined voting power of the Common Shares then outstanding, or (ii) the Final Expiration Date, at their option, upon the affirmative vote or written consent of not less than a majority of such Continuing Directors redeem all (but not less than all all) of the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock share split, stock dividend share dividend, combination of Common Shares or similar transaction occurring after the date hereof Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, and however, if the Company Corporation is then restricted or prohibited from paying the Redemption Price in cash, then the Corporation may, at its option, pay the Redemption Price either in cashby delivery of such other consideration, shares including without limitation, Common Shares or units of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption)Shares and/or other securities, or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time property or assets of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption PriceCorporation, there are then in office not less than two Continuing Directors and (y) such action is approved by or a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions combination thereof, as a majority of the Continuing Directors determine in its their sole discretion may establishto be a fair and equivalent Redemption Price, which determination shall be final and binding. Immediately upon the taking of such action ordering the redemption of all of the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon). Within 10 days after such action ordering the redemption of all of the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of an event described in Section 11(a)(ii) until such time as the Corporation's right of redemption hereunder has expired.

Redemption and Termination. (a) The Company may, at its option, upon approval by a majority action of the Continuing Directors, its Board of Directors at any time prior to the earlier of (i) the Shares Acquisition Date or such later date as may be determined by Close of Business on the tenth day following the occurrence of a majority of the Continuing Directors Section 11(a)(ii) Event and publicly announced by the Company, or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 (one-tenth of one cent) per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything in this Agreement to the contrary, and the Rights will not be exercisable after the first occurrence of a Section 11(a)(ii) Event except during the period that the Company's right of redemption under this Agreement has expired. The Company may, at its option, pay the Redemption Price either Price, in cash, shares of Common Stock (based on the current per share market price thereof (Current Market Price as determined pursuant to Section 11(d) hereof) defined in SECTION 11(d)(i), of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of . Immediately upon the action of the Board of Directors of the Company approving ordering the redemption of the Rights, evidence of which has been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights will be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company will give notice of such redemption to the Rights Agent and the form holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice that is mailed in the manner in this Agreement provided will be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may Price will be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishmade.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares close of business on the tenth Business Day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Continuing Directors and publicly announced by tenth Business Day following the CompanyRecord Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, and the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (Current Market Price, as determined pursuant to defined in Section 11(d11(d)(i) hereof) , of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a. (b) unless (x) at the time of Immediately upon the action of the Board of Directors of the Company approving ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the form holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may Price will be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishmade.

Redemption and Termination. (a) The Company Board of Directors may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to before the earlier of of: (i) the Shares Close of Business on the tenth day following the Stock Acquisition Date or such later date as may be determined by a majority of the Continuing Directors and publicly announced by the Company, Date; or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter is referred to in this Agreement as the "“Redemption Price"), ”) and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the shares of Common Stock at the time of redemption)) or cash. In considering whether to redeem the Rights, or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors may consider the best long-term and short-term interests of the Company, including, without limitation, the effects of the redemption of the Rights upon employees, suppliers and customers of the Company approving such redemption and the form of payment or any Subsidiary of the Redemption Price, there are then Company and communities in office not less than two Continuing Directors and (y) such action is approved by a majority which offices or other establishments of the Continuing Directors then in officeCompany or any Subsidiary of the Company are located and all other pertinent factors. The redemption of the Rights by the Board of Directors may be made effective at such time time, on such basis and with such conditions as a majority such Board of the Continuing Directors in its sole discretion may establish. In addition to the right of redemption reserved in the first sentence of this subsection 23(a), the Board of Directors may redeem all, but not less than all, of the then outstanding Rights at the Redemption Price after the occurrence of a Stock Acquisition Date, but before the occurrence of any transaction of the kind described in Section 13(a), if either: (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries and which did not result in the occurrence of any transaction of the kind described in Section 13(a), as shall result in such Person thereafter being a Beneficial Owner of 10% or less of the outstanding shares of Common Stock of the Company, and after such transfer or other disposition there are no other Acquiring Persons, or (ii) in connection with any transaction of the kind described in Section 13(a) in which all holders of the Common Stock of the Company are treated the same and which shall not involve an Acquiring Person, an Affiliate or Associate of an Acquiring Person, any other Person in which such Acquiring Person, Affiliate or Associate has any interest or any other Person acting, directly or indirectly, on behalf of or in association with such Acquiring Person, Affiliate or Associate. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption under this Agreement has expired.

Redemption and Termination. (a) The Company Board may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by a majority the Board before the Rights cease being redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the Continuing Directors and publicly announced by tenth Business Day following the Company, Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the . The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock of the Company (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock of the Company at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding Board. Notwithstanding anything to the contrary contained in this Section 23(a)Agreement to the contrary, the Company may Rights shall not take any action pursuant to this be exercisable after the first occurrence of a Section 23(a11(a)(ii) unless Event until such time as the Company's right of redemption hereunder has expired. (xb) at the time of Immediately upon the action of the Board directing the Company to make the redemption of Directors the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate, and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to each record holder of the Common Stock of the Company approving at the address of such holder shown on the records of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption and will state the form of method by which the payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in officePrice will be made. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishSection 24.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of Directors and (y) prior to such merger by the stockholders of the Company at a stockholders' meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of Directors of the Company and (y) prior to such merger by the stockholders of the Company at a stockholders’ meeting (and not by written consent). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares close of business on the tenth day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Continuing Directors and publicly announced by tenth day following the CompanyRecord Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, and the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (Current Market Price, as determined pursuant to defined in Section 11(d11(d)(i) hereof) , of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors. (b)(i) In the event that after November 27, 2000 the Company receives an Offer from any Offeror, the Board of Directors of the Company shall call a special meeting of stockholders (the "Special Meeting") for the purpose of voting on a precatory resolution requesting the Board of Directors to accept such Offer, as such Offer may be amended or revised by the Offeror from time to time to increase the price per share in cash to be paid to holders of shares of Voting Stock (the "Resolution"). The Special Meeting shall be held on a date selected by the Board of Directors, which date shall be not less than 90 and not more than 120 days after the later of (A) the date such Offer is received by the Company (the "Offer Date") and (B) the date of any previously scheduled meeting of stockholders to be held within 60 days after the Offer Date; provided thatprovided, notwithstanding anything however, that if (x) such other meeting shall have been called for the purpose of voting on a precatory resolution with respect to another Offer and (y) the Offer Date shall be not later than fifteen days after the date such other Offer was received by the Company, then both the Resolution and such other resolution shall be voted on at such meeting and such meeting shall be deemed to be the Special Meeting. The Board of Directors shall set a date for determining the stockholders of record entitled to notice of and to vote at the Special Meeting in accordance with the Company's Certificate of Incorporation and Bylaws and with applicable law. At the Offeror's request, the Company shall include in any proxy soliciting material prepared by it in connection with the Special Meeting proxy soliciting material submitted by the Offeror; provided, however, that the Offeror shall by written agreement with the Company contained in or delivered with such request have indemnified the Company against any and all liabilities resulting from any misstatements, misleading statements and omissions contained in the Offeror's proxy soliciting material and have agreed to pay the Company's incremental costs incurred as a result of including such material in the Company's proxy soliciting material. Notwithstanding the foregoing, no Special Meeting shall be required to be held from and after such time as the Offeror, together with all Affiliates and Associates of such Offeror, increases his beneficial ownership above the Threshold Amount or any Person becomes an Acquiring Person, and any Special Meeting scheduled prior to such time and not theretofore held shall be cancelled. (ii) If at the Special Meeting the Resolution receives the affirmative vote of a majority of the shares of Voting Stock outstanding as of the record date of the Special Meeting which are not beneficially owned by the Offeror and all Affiliates and Associates of such Offeror, then all of the Rights shall be redeemed without further action by the Board of Directors at the Redemption Price, effective immediately prior to the contrary consummation of any tender offer (provided that such tender offer is consummated prior to 60 days after the date of the Special Meeting) pursuant to which any Person offers to purchase all of the shares of Voting Stock held by Persons other than such Person and its Affiliates at a price per share in cash equal to or greater than the price contained in the Resolution approved at the Special Meeting; provided, however, that the Rights shall not be redeemed at any time from and after such time as any Person becomes an Acquiring Person. (iii) Nothing contained in this Section 23(a)paragraph (b) shall be deemed to be in derogation of the obligation of the Board of Directors of the Company to exercise its fiduciary duty. Without limiting the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to reject any Offer, or to recommend that holders of shares of Voting Stock reject any tender offer, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative Offers or other proposals to the Special Meeting) with respect to any Offer or any tender offer that the Board of Directors believes is necessary or appropriate in the exercise of such fiduciary duty. (iv) Nothing in this paragraph (b) shall be construed as limiting or prohibiting the Company may not take or any Offeror from proposing or engaging, at any time, in any acquisition, disposition or other transfer of any securities of the Company, any merger or consolidation involving the Company, any sale or other transfer of assets of the Company, any liquidation, dissolution or winding-up of the Company, or any other business combination or other transaction, or any other action pursuant by the Company or such Offeror; provided, however, that the holders of Rights shall have the rights set forth in this Agreement with respect to this Section 23(aany such acquisition, disposition, transfer, merger, consolidation, sale, liquidation, dissolution, winding-up, business combination, transaction or action. (c) unless (x) at the time of Immediately upon the action of the Board of Directors of the Company approving ordering the redemption of the Rights pursuant to paragraph (a) of this Section 23 or the effectiveness of the redemption of the Rights pursuant to paragraph (b) of this Section 23,and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. The Company shall promptly give notice of such redemption to the Rights Agent and the form holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in officePrice will be made. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishSection 24.

Redemption and Termination. (a) The Company Subject to the provisions of Section 27, the Board may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier first to occur of the close of business on (i) the Shares tenth Business Day following the Stock Acquisition Date or such later date as may be determined by (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), (ii) the tenth Business Day after a majority of the Continuing Directors and publicly announced by the Companydetermination, pursuant to Section 11(a)(ii)(B), that a person is an Adverse Person, or (iiiii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price")) in cash; provided, and however, that the Company Board may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof ("Current Market Price," as determined pursuant to defined in Section 11(d) hereof) ), of the shares of Common Stock at the time of redemption), shares of Equivalent Preferred Stock, or any other form of consideration deemed redeemed appropriate by the Board of Directors; provided that, notwithstanding Board. Notwithstanding anything to the contrary contained in this Section 23(a)Agreement to the contrary, the Company may Rights shall not take any action pursuant to this be exercisable after the first occurrence of a Section 23(a11(a)(ii) unless (x) at Event until such time as the time Company's right of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in officehereunder has expired. The Any redemption of the Rights by the Board of Directors hereunder may be made effective at such time time, on such basis and with such conditions as a majority the Board of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Company Board may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to during the period commencing on the Rights Distribution Declaration Date and ending on the earlier of (i) the Shares Close of Business on the tenth Business Day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the Continuing Directors and publicly announced by tenth Business Day following the CompanyRecord Date), or (ii) the Close of Business on the Final Expiration DateDate (the “Redemption Period”), cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, however, that, if the Board authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of a majority of the Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishBoard.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board of Directors of the Company authorizes redemption of the Rights after the time a Person becomes an Acquiring Person, the Rights may be redeemed only if (A) there is at least one Continuing Director then in office and (B) the Board of Directors, with the concurrence of a majority of the Continuing Directors then in office, determines that such redemption is, in their judgment, in the best interests of the Company and its stockholders. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Company may, at its option, but only upon approval by the vote of a majority of the Continuing DirectorsBoard of Directors then in office, at any time prior to the earlier of (i) the Shares Close of Business on the tenth day after the Share Acquisition Date or (or, subject to Section 27, such later date as may be determined by a majority of the Continuing Directors and publicly announced by the Companymay designate), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to herein as the "“Redemption Price"”), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Fair Market Value of the shares of Common Stock at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors; provided thatprovided, notwithstanding anything to however, that at any time after the contrary contained occurrence of a Flip-in this Section 23(a)Event, the Company may not take any action pursuant to this Section 23(a) unless (x) at the time redemption of the action of the Board of Rights shall be effective only if there are Continuing Directors of the Company approving then in office, and such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is shall have been approved by a majority of such Continuing Directors; provided, further, that if the period during which the immediately preceding requirements regarding the incumbency and approval of Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made enforced is limited by Section 14-2-624(d)(2) of the Georgia Business Corporation Code, or any successor to such law, then such requirements shall be effective at to the fullest extent and for the longest period(s) permitted by such law or any successor to such law. In addition, any redemption of Rights shall also be subject to any additional approval procedures required by the articles of incorporation or bylaws of the Company. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-in Event until such time on such basis and with such conditions as a majority the Company's right of the Continuing Directors in its sole discretion may establishredemption hereunder has expired.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); PROVIDED, however, if the Board of Directors of the Company authorizes redemption of the Rights after the time a Person becomes an Acquiring Person, the Rights may be redeemed only if (A) there is at least one Continuing Director then in office and (B) the Board of Directors, with the concurrence of a majority of the Continuing Directors then in office, determines that such redemption is, in their judgment, in the best interests of the Company and its shareholders. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of Directors of the Company and (y) by the stockholders of the Company at a stockholders' meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Company Board may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by a majority the Board before the Rights cease being redeemable) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the Continuing Directors and publicly announced by tenth Business Day following the Company, Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the . The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock of the Company (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock of the Company at the time of redemption), cash or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding Board. Notwithstanding anything to the contrary contained in this Section 23(a)Agreement to the contrary, the Company may Rights shall not take any action pursuant to this be exercisable after the first occurrence of a Section 23(a11(a)(ii) unless Event until such time as the Company's right of redemption hereunder has expired. (xb) at the time of Immediately upon the action of the Board directing the Company to make the redemption of Directors the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate, and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to each record holder of the Common Stock of the Company approving at the address of such holder shown on the records of the Company. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption and will state the form of method by which the payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may Price will be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishmade.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to 5:00 P.M., New York time, on the earlier of (i) the Shares close of business on the tenth day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Continuing Directors and publicly announced by tenth day following the CompanyRecord Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount shall be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), ; and the Company may, at its option, pay the Redemption Price either in cashcash or securities or both having a current market price, shares as of Common Stock (based on the current per share market price thereof (as a date determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors, of $.01; provided thatprovided, notwithstanding anything to the contrary contained however, in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of order for the Board of Directors of the Company approving such company to authorize redemption and the form of payment of the Redemption PriceRights at or after the time a Person becomes an Acquiring Person, there are then or at or after the time of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office not less than two at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or if upon the commencement of such solicitation, a majority of the Board of Directors has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event, then there must be Continuing Directors in office at the time of such authorization and (y) such action is authorization must be approved by a majority of such Continuing Directors; and provided, further, however, that if following the Continuing Directors then in office. The redemption occurrence of a Stock Acquisition Date and following the expiration of the right of redemption hereunder but prior to any Triggering Event (x) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction, or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event, such that such Person is thereafter a Beneficial Owner of 10% or less of the outstanding shares of Common Stock, and (y) there are no other Persons, immediately following the occurrence of the event described in clause (x) who are Acquiring Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in this Agreement to the contrary, the Rights by shall not be exercisable after the Board first occurrence of Directors may be made effective at a Section 11(a)(ii) Event until such time on such basis and with such conditions as a majority the Company's right of the Continuing Directors in its sole discretion may establishredemption hereunder has expired.

Redemption and Termination. (a) The Company Board may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares close of business on the tenth day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Continuing Directors and publicly announced by tenth day following the CompanyRecord Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board authorizes redemption of the Rights in either of the circumstances set forth in clauses (i) and (ii) below, then there must be Disinterested Directors then in office and such authorization shall require the concurrence of a majority of such Disinterested Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the commencement of such solicitation, a majority of the Board has determined in good faith) that such Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common stock not beneficially owned by such Person (or by its Affiliates or Associates). If so designated by the Board, payment of the redemption price under the 1986 Agreement also shall constitute payment of the redemption price hereunder. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the "current per share market price thereof (price", as determined pursuant to defined in Section 11(d11(d)(i) hereof) , of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishBoard.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved prior to such merger by the Board of Directors of the Company and by the stockholders of the Company at a stockholders' meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to before the earlier of (i) the Close of Business on the tenth day following the Shares Acquisition Date or such later date as may be determined by a majority of the Continuing Directors and publicly announced by the Company, or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof or, in the discretion of the Board of Directors, its equivalent in shares of the Company's stock, determined according to the current per share market price of such shares as of the date of redemption (such redemption price being hereinafter referred to as amount, the "Redemption Price"); provided, and the Company mayhowever, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) if at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), Directors of the Company may not take any action pursuant to this Section 23(aauthorizes redemption of the Rights (i) unless such authorization occurs on or after the time a Person becomes an Acquiring Person or (xii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the time commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the action commencement of such solicitation, a majority of the Board of Directors of the Company approving has determined in good faith) that such redemption and the form Person (or any of payment of the Redemption Priceits Affiliates or Associates) intends to take, there are or may consider taking any action which would result in such Person's becoming an Acquiring Person, then in office not less than two Continuing Directors and (y) either such action is approved by a majority of the event there must be Continuing Directors then in office. The redemption office and such authorization shall require the concurrence of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of such Continuing Directors, Notwithstanding anything contained in this Agreement to the Continuing Directors in its sole discretion may establishcontrary, the Rights shall not be exercisable following an adjustment made pursuant to Section 11(a)(ii) prior to the expiration of the Company's right of redemption hereunder.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that if there is an Acquiring Person the Rights may not be redeemed (i) if a majority of the Board is not composed of Independent Directors nor (ii) following any merger to which the Company is a party, which merger was not approved by the Board of Directors of the Company, and by the stockholders of the Company at a stockholders' meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to before the earlier of (ix) the Shares close of business on the tenth calendar day following the Stock Acquisition Date (or such later date as may be determined by a majority action of the Continuing Directors and publicly announced by the CompanyBoard of Directors), or (iiy) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board of Directors of the Company authorizes (i) redemption of the Rights, or (ii) an extension of the date after which the Rights may not be redeemed, in either case on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the "current per share market price thereof (price," as determined pursuant to defined in Section 11(d11(d)(i) hereof) , of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding . Notwithstanding anything to the contrary contained in this Section 23(a)Agreement to the contrary, the Company may Rights shall not take any action pursuant to this be exercisable after the first occurrence of a Section 23(a11(a)(ii) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at Event until such time on such basis and with such conditions as a majority the Company's right of the Continuing Directors in its sole discretion may establishredemption hereunder has expired.

Redemption and Termination. (ae) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares close of business on the tenth day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Continuing Directors and publicly announced by tenth day following the CompanyRecord Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, and the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (Current Market Price, as determined pursuant to defined in Section 11(d11(d)(i) hereof) , of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a. (f) unless (x) at the time of Immediately upon the action of the Board of Directors of the Company approving such redemption and ordering the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights, evidence of which shall have been filed with the Rights by Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors may be made effective at such time on such basis and with such conditions as a majority ordering the redemption of the Continuing Directors Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock and on the registry books of the transfer agent for the Class B Common Stock. Any notice which is mailed in its sole discretion may establishthe manner herein provided shall be deemed given, whether or not the holder receives the notice.

Redemption and Termination. (a) The Company may, at its option, upon approval by the affirmative vote or written consent of not less than a majority of the Continuing Directors, Board then in office at any time prior to the earlier of the (i) the Shares Acquisition Distribution Date or such later date as may be determined by a majority of the Continuing Directors and publicly announced by the Company, or (ii) the Final Close of Business on the Expiration Date, redeem all (but not less than all all) of the then outstanding Class B Rights at a redemption price of $.01 per Class B Right, appropriately adjusted to reflect any stock split, stock dividend dividend, combination of shares, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the . The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the majority of the Board then in office. Immediately upon the taking of Directors; provided thatsuch action ordering the redemption of all of the Class B Rights, notwithstanding anything evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the contrary contained in this Section 23(aClass B Rights so redeemed will terminate and the only right thereafter of the holders of such Class B Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon). Within 10 days after such action ordering the redemption of all of the Class B Rights, the Company may not take any action pursuant shall give notice of such redemption to this Section 23(a) unless (x) at the time holders of the action then outstanding Class B Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Board of Directors Rights Agent or, prior to the Distribution Date, on the registry books of the Company approving transfer agent for the Class B Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption and shall state the form of method by which the payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may Price shall be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishmade.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later date as may be determined by a majority of the Continuing Directors and publicly announced by the Company, or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and at any time on or before the earlier of (i) the close of business on the tenth business day following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth business day following the Record Date) or such later date or dates as the Board of Directors, or any duly authorized committee thereof, may designate; provided, however, that if such later date or dates are -------- ------- designated, such designation shall be made on or prior to the date prior to which redemption would otherwise be required, or (ii) the Final Expiration Date. Notwithstanding the foregoing, the Board of Directors of the Company may not redeem any Rights while any Person continues to retain the status of an Adverse Person pursuant to Section 11(a)(ii)(B). The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof ("Current Market Price", as determined pursuant to defined in Section 11(d11(d)(i) hereof) , of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything Directors and which does not violate the terms of any agreement to the contrary contained in this Section 23(a), which the Company may not take any action pursuant to is a party on the date of this Section 23(a) unless Rights Agreement (x) at the time of the action of or, if the Board of Directors so determines, after the date of this Agreement). Furthermore, if the Company approving such shall determine to pay the redemption price in Common Stock it may but shall not be required to issue fractional shares and may aggregate fractional shares of Common Stock that would otherwise be due to holders of Rights and distribute these shares to the Rights Agent to be sold in the open market and the form proceeds thereof shall be distributed to the appropriate holders of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishRights.

Redemption and Termination. (a) The Company may, at its option, upon approval by a majority the board of the Continuing Directorsdirectors, at any time on or prior to the earlier Close of Business (i) the Shares Acquisition Date or such later date as may be determined by a majority its board of directors) on the Continuing Directors and publicly announced by earlier of (i) the Company, Distribution Date or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.01 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such redemption price being hereinafter referred to as the "“Redemption Price"”), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock of the Company (based on the current per share market price Current Per Share Market Price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board its board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in officedirectors. The redemption of the Rights by the Board board of Directors directors of the Company may be made effective at such time on such basis and with such conditions as a majority the board of directors of the Continuing Directors Company in its sole discretion may establish. Any such redemption will be effective immediately upon the action of the board of directors of the Company ordering the same, unless such action of the board of directors of the Company expressly provides that such redemption will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such redemption will be effective in accordance with the provisions of such action of the board of directors of the Company). (b) Immediately upon the effectiveness of the redemption of the Rights pursuant to Section 23(a), and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company shall promptly give public notice of any such redemption (with a copy to the Rights Agent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Within 10 days after the effectiveness of the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and shall mail a notice of redemption to all the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in such manner shall be deemed given, whether or not the holder receives the notice. Each notice of redemption will state the method by which the payment of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this Section 23 or in Section 24 hereof, or other than in connection with the purchase of shares of Common Stock prior to the Distribution Date. 31. (c) Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 7(a) hereof at any time when the Rights are redeemable hereunder. Section 24.

Redemption and Termination. (a) The Company Board of Directors may, at in its option, upon approval by a majority of the Continuing Directorssole discretion, at any time prior to during the period commencing on the Rights Dividend Declaration Date and ending on the earlier of (i) the Shares Close of Business on the tenth day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the Continuing Directors and publicly announced by twentieth day following the CompanyRecord Date), or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, and however, that if the Board authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of two-thirds of the authorized number of members of the Board. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (“Current Market Price,” as determined pursuant to defined in Section 11(d11(d)(i) hereof) , of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time time, on such basis and with such conditions as a majority the Board of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of Directors of the Company and (y) prior to such merger by the stockholders of the Company at a stockholders' meeting (and not by written consent). Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares close of business on the tenth day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Continuing Directors and publicly announced tenth day following the Record Date), subject to extension by the CompanyCompany pursuant to Section 26 hereof, or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights for cash at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, and the Company mayhowever, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by if the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), Directors of the Company may not take any action pursuant to this Section 23(aauthorizes redemption of the Rights in either of the circumstances set forth in clauses (i) unless and (xii) below, then such authorization must be approved by a majority of the Independent Directors, if any, then in office and approved by a Supermajority Vote: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person or an Adverse Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the time commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the action commencement of such solicitation, a majority of the Board of Directors of the Company approving has determined in good faith) that such redemption person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or an Adverse Person or which would cause the occurrence of a Triggering Event; provided further, however, that if, following the occurrence of a Stock Acquisition Date and following the form of payment expiration of the Redemption Priceright of redemption hereunder but prior to any Triggering Event, (i) a Person who is an Acquiring Person or an Adverse Person shall have transferred or otherwise disposed of a number of shares of Common Stock in one transaction or a series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of less than 10% of the outstanding shares of Common Stock, and (ii) there are then in office not less than two Continuing Directors and (y) such action is approved by a majority no other Persons, immediately following the occurrence of the Continuing Directors event described in clause (i), who are Acquiring Persons or Adverse Persons, then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 23. Notwithstanding anything contained in office. The redemption of this Agreement to the contrary, the Rights by shall not be exercisable after the Board first occurrence of Directors may be made effective at a Section 11(a)(ii) Event until such time on such basis and with such conditions as a majority the Company’s right of the Continuing Directors in its sole discretion may establishredemption hereunder has expired.

Redemption and Termination. (a) The Subject to Section 29 hereof, the Company may, at its option, upon approval by a majority action of the Continuing Board of Directors, at any time prior to the earlier of (i) the Shares Close of Business on the tenth Business Day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the Continuing Directors and publicly announced by tenth Business Day following the Company, Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then then- outstanding Rights at a redemption price of $.01 0.0001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”), and the . The Company may, at its option, by action of the Board of Directors, pay the Redemption Price either in cash, shares of Company Common Stock (based on the current per share market price thereof (price, as determined pursuant to defined in Section 11(d) hereof) , of the shares of Company Common Stock at the time of redemption), ) or cash or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding Directors and the redemption of the Rights shall be effective at such time and on the basis and with such conditions as the Board of Directors may in its sole discretion establish. Notwithstanding anything in this Agreement to the contrary contained in this Section 23(a)contrary, the Company may Rights shall not take any action pursuant to this be exercisable after the first occurrence of a Section 23(a11(a)(ii) unless Event until such time as the Company’s right of redemption has expired. (xb) at the time of Immediately upon the action of the Board of Directors of ordering the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by as provided in Section 23(a) above (or at such later time as the Board of Directors may be made effective at establish for the effectiveness of such time on such basis redemption), and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.without any further action 37

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Close of Business on the tenth (10th) day following the Stock Acquisition Date or such later date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) day following the Record Date), subject to extension as may be determined by a majority of the Continuing Directors and publicly announced by the Company, provided in Section 27 or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, and the Rights shall not be exercisable after the occurrence of an event described in Section 11(a)(ii) until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (Current Market Price, as determined pursuant to defined in Section 11(d) hereof) 11(d)(i), of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to . Such redemption of the contrary contained in this Section 23(a), Rights by the Company may not take be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish; provided, however, that any action pursuant to this Section 23(a) unless (x) at redemption of Rights occurring as of or after the time a Person becomes an Acquiring Person may be effected, and the method of payment of the redemption price and conditions to redemption may be determined, only by the Company's Board of Directors acting by Special Vote. (b)Immediately upon the action of the Board of Directors of the Company approving ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held, without any interest thereon. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the form holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price, there are then in office Price will be made. The failure to give notice required by this Section 23(b) or any defect therein shall not less than two Continuing Directors and (y) such action is approved by a majority affect the legality or validity of the Continuing Directors then in office. The redemption of the Rights action taken by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishCompany. 24.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Stock Acquisition Date or such later date as may be determined by a majority of the Continuing Directors and publicly announced by the CompanyDate, or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the Company may, at its option pay the Redemption Price in securities, cash or other assets, provided, however, if the Board of Directors of the Company authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors. In the event a majority of the Board of Directors of the Company is changed by vote of the stockholders of the Company, the Rights shall not be redeemable for a period of 10 Business Days after the date that the new directors so elected take office and it shall be a condition to such redemption that any tender or exchange offer then outstanding be kept open within such 10 Business Day period. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11 (a)(ii) Event until such time as the Company's right of redemption hereunder has expired (as such time period may be extended pursuant to this agreement). The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) "Current Market Price" of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, if the Board of Directors of the Company authorizes redemption of the Rights after the time a Person becomes an Acquiring Person, the Rights may be redeemed only if (A) there is at least one Continuing Director then in office and (B) the Board of Directors, with the concurrence of a majority of the Continuing Directors then in office, determines that such redemption is, in their judgment, in the best interests of the Company, its shareholders and any other constituencies or communities that the Board determines to consider in accordance with applicable law. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date close of business on the tenth Business Day (or such specified or unspecified later date as may be determined by a majority the Board of Directors before the Continuing Directors and publicly announced by Rights cease to be redeemable) following the CompanyStock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the tenth Business Day following the Record Date), or (ii) the Final Expiration Date, (x) redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price")”) or (y) amend this Agreement to change the Final Expiration Date to another date, and including without limitation an earlier date. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (Current Market Price, as determined pursuant to defined in Section 11(d11(d)(i) hereof) , of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by action of the Board of Directors may be made effective at such time time, on such basis and with such conditions as a majority the Board of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (ia) the Shares close of business on the tenth Business Day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Continuing Directors and publicly announced by tenth Business Day following the Company, Record Date) or (iib) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, and the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to Directors of the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of Company. Immediately upon the action of the Board of Directors of the Company approving ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors of the Company ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the form holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may Price will be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishmade.

Redemption and Termination. (a) The Company Board may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Close of Business on the tenth Business Day following the Stock Acquisition Date or (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth Business Day following the Record Date), as such later date as period may be determined by a majority of the Continuing Directors and publicly announced by the Companyextended pursuant to Section 26 hereof, or (ii) the Final Expiration Date, direct the Company to, and if so directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .05 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, and the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock of the Company (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(aBoard. (b) unless (x) at the time of Immediately upon the action of the Board of Directors ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board ordering the redemption of the Rights, the Company approving shall give notice of such redemption to the Rights Agent and the form holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in officePrice will be made. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishSection 24.

Redemption and Termination. (aa)(i) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (ix) the Shares close of business on the tenth Business Day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Continuing Directors and publicly announced by tenth Business Day following the CompanyRecord Date), or (iiy) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.0025 per Right, as such amount may be appropriately adjusted adjusted, as determined by the Board of Directors, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, and the Company mayhowever, at its optionthat, pay the Redemption Price either except as set forth in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to -------- ------- Section 11(d23(a)(ii) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), Directors of the Company may not take any action pursuant shall be entitled so to this Section 23(a) unless redeem the Rights only if it consists of a majority of Continuing Directors (x) at the time of the action as hereinafter defined). The term "Continuing Director" shall mean a director who either was a member of the Board of Directors of the Company approving such redemption and the form of payment prior to February 23, 1996 or who subsequently became a director of the Redemption PriceCompany and whose election, there are then in office not less than two Continuing Directors and (y) such action is or nomination for election by the Company's stockholders, was approved by a vote of a majority of the Continuing Directors then in office. The redemption of the Rights by on the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Company. Notwithstanding the foregoing, but subject to Section 23(a)(ii) hereof, the Board of Directors of the Company may not redeem any Rights after the tenth Business Day following the effective date of any declaration that any Person is an Adverse Person (as provided in its sole discretion may establishSection 11(a)(ii)(B)).

Redemption and Termination. (a) The Company Directors then in office may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth Business Day following the date as may be determined by a majority any Person (other than the Corporation, any Subsidiary of the Continuing Directors and publicly announced Corporation, any employee benefit plan of the Corporation or of any Subsidiary of the Corporation, any Exempted Person or any Person or entity organized, appointed or established by the CompanyCorporation for or pursuant to the terms of any such plan), alone or together with its Affiliates, shall, at any time on or after the Declaration Date, become the Beneficial Owner of 10% or more of the total combined voting power of the Common Shares then outstanding, or (ii) the Final Expiration Date, at their option, upon the affirmative vote or written consent of not less than a majority of such Directors redeem all (but not less than all all) of the then outstanding Rights at a redemption price of $.01 per Right, appropriately adjusted to reflect any stock share split, stock dividend share dividend, combination of Common Shares or similar transaction occurring after the date hereof Declaration Date (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, and however, if the Company Corporation is then restricted or prohibited from paying the Redemption Price in cash, then the Corporation may, at its option, pay the Redemption Price either in cashby delivery of such other consideration, shares including without limitation, Common Shares or units of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption)Shares and/or other securities, or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time property or assets of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption PriceCorporation, there are then in office not less than two Continuing Directors and (y) such action is approved by or a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions combination thereof, as a majority of the Continuing Directors determine in its their sole discretion may establishto be a fair and equivalent Redemption Price, which determination shall be final and binding. Immediately upon the taking of such action ordering the redemption of all of the Rights, written evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights so redeemed will terminate and the only right thereafter of the holders of such Rights so redeemed shall be to receive the Redemption Price (without the payment of any interest thereon). Within 10 days after such action ordering the redemption of all of the Rights, the Corporation shall give notice of such redemption to the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of an event described in Section 11(a)(ii) until such time as the Corporation’s right of redemption hereunder has expired.

Redemption and Termination. (a) The Company Board of Directors may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Close of Business on the tenth day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the Continuing Directors and publicly announced by twentieth day following the CompanyRecord Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, and the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (“Current Market Price,” as determined pursuant to defined in Section 11(d11(d)(i) hereof) , of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time time, on such basis and with such conditions as a majority the Board of the Continuing Directors in its sole discretion may establish.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares close of business on the tenth day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Continuing Directors and publicly announced by twentieth day following the CompanyRecord Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”). Notwithstanding anything contained in this Agreement to the contrary, and the Rights shall not be exercisable after the first occurrence of a Section 11(a) (ii) Event until such time as the Company’s right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (“Current Market Price,” as determined pursuant to defined in Section 11(d11(d)(i) hereof) , of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of . Immediately upon the action of the Board of Directors of the Company approving ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the form holders of the then outstanding Rights by mailing such notice to all such holders at each holder’s last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may Price will be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishmade.

Redemption and Termination. (a) The Company Board may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date Close of Business on the tenth Business Day (or such specified or unspecified later date as may be determined by a majority the Board before the Rights cease being redeemable) following the Stock Acqui- sition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the Continuing Directors and publicly announced by tenth Business Day following the Company, Record Date) or (ii) the Final Expiration Date, direct the Company to, and if directed, the Company shall, redeem all but not less than all of the then outstanding Rights at a redemption redemp- tion price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"), and the . The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock of the Company (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock of the Company at the time of redemptionredemp- tion), cash or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding Board. Notwithstanding anything con- tained in this Agreement to the contrary contained in this Section 23(a)contrary, the Company may Rights shall not take any action pursuant to this be exercisable after the first occurrence of a Section 23(a11(a)(ii) unless Event until such time as the Company's right of redemption hereunder has expired. (xb) at the time of Immediately upon the action of the Board directing the Company to make the redemption of Directors the Rights, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will termi- nate, and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstand- ing Rights by mailing such notice to each record holder of the Common Stock of the Company approving at the address of such redemption and holder shown on the form of payment records of the Redemption PriceCompany. Any notice which is mailed in the manner herein provided shall be deemed given, there are then in office whether or not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of holder receives the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.50 /57

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares close of business on the tenth Business Day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Continuing Directors and publicly announced by tenth Business Day following the CompanyRecord Date), or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, and the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (Current Market Price, as determined pursuant to defined in Section 11(d11(d)(i) hereof) , of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a. (b) unless (x) at the time of Immediately upon the action of the Board of Directors of the Company approving ordering the redemption of the Rights, evidence of which shall have been filed with the Rights Agent and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the form holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption PricePrice will be made. (c) Notwithstanding the provisions of Section 23(a) hereof, there are then in office not less than two Continuing Directors and (y) such action is approved by the event that a majority of the Continuing Board of Directors then in office. The redemption of the Rights Company is elected by stockholder action by written consent, or is comprised of persons elected at a meeting of stockholders who were not nominated by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors Company in its sole discretion may establishoffice immediately prior to such meeting, then for a period of one hundred and eighty (180) days following the effectiveness of such election the Rights shall not be redeemed if such redemption is reasonably likely to have the purpose or effect of allowing any Person to become an Acquiring Person or otherwise facilitating the occurrence of a Triggering Event or a transaction with an Acquiring Person. Section 24.

Redemption and Termination. (a) The Company Board of Directors of the Corporation may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Close of Business on the tenth (10th) day following the Stock Acquisition Date or such later date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the tenth (10th) day following the Record Date), subject to extension as may be determined by a majority of the Continuing Directors and publicly announced by the Company, provided in Section 27 or (ii) the Close of Business on the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Agreement to the contrary, and the Company Rights shall not be exercisable after the occurrence of an event described in Section 11(a)(ii) until such time as the Corporation's right of redemption hereunder has expired. The Corporation may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (Current Market Price, as determined pursuant to defined in Section 11(d) hereof) 11(d)(i), of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that. Such redemption of the Rights by the Corporation may be made effective at such time, notwithstanding anything to on such basis and with such conditions as the contrary contained Board of Directors in this Section 23(a), the Company its sole discretion may not take any action pursuant to this Section 23(aestablish. (b) unless (x) at the time of Immediately upon the action of the Board of Directors of the Company approving Corporation ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held, without any interest thereon. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Corporation shall give notice of such redemption to the Rights Agent and the form holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price, there are then in office Price will be made. The failure to give notice required by this Section 23(b) or any defect therein shall not less than two Continuing Directors and (y) such action is approved by a majority affect the legality or validity of the Continuing Directors then in office. The redemption of the Rights action taken by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishCorporation. 24.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to 5:00 P.M., New York City time, on the earlier of (i) the Shares close of business on the tenth day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the Continuing Directors and publicly announced by tenth day following the Company, Record Date) or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, and the Company mayhowever, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by if the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), Directors of the Company may not take any action pursuant to this Section 23(aauthorizes redemption of the Rights in either of the circumstances set forth in clauses (i) unless and (xii) below, then there must be Disinterested Directors then in office and such authorization shall require the concurrence of a majority of such Disinterested Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the time commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the action commencement of such solicitation, a majority of the Board of Directors of the Company approving has determined in good faith) that such redemption Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event, unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 (or any successor form) filed with the Securities and Exchange Commission for all outstanding shares of Common Stock not beneficially owned by such Person (or by its Affiliates or Associates); provided further, however, that if, following the form occurrence of payment a Stock Acquisition Date and following the expiration of the Redemption Priceright of redemption hereunder but prior to any Triggering Event, there are then (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares of Common Stock in office one transaction, or series of transactions, not less directly or indirectly involving the Company or any of its Subsidiaries, which did not result in the occurrence of a Triggering Event such that such Person is not thereafter a Beneficial Owner of shares of Voting Stock representing more than two Continuing Directors and (y) such action is approved by a majority 10% of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.Voting Power,

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to 5:00 P.M., Philadelphia time, on the earlier of (i) the close of business on the tenth day following the Shares Acquisition Date or such later date as may be determined by a majority (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of the Continuing Directors and publicly announced by business on the Companytenth day following the Record Date), or (ii) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.01 .05 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"); provided, and the Company mayhowever, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by if the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), -------- Directors of the Company may not take any action pursuant to this Section 23(aauthorized redemption of the Rights in either of the circumstances set forth in clauses (i) unless and (xii) below, then there must be Continuing Directors then in office and such authorization shall require the concurrence of a majority of such Continuing Directors: (i) such authorization occurs on or after the time a Person becomes an Acquiring Person, or (ii) such authorization occurs on or after the date of a change (resulting from a proxy or consent solicitation) in a majority of the directors in office at the time commencement of such solicitation if any Person who is a participant in such solicitation has stated (or, if upon the action commencement of such solicitation, a majority of the Board of Directors of the Company approving Company, have determined in good faith) that such redemption Person (or any of its Affiliates or Associates) intends to take, or may consider taking, any action which would result in such Person becoming an Acquiring Person or which would cause the occurrence of a Triggering Event unless, concurrent with such solicitation, such Person (or one or more of its Affiliates or Associates) is making a cash tender offer pursuant to a Schedule 14D-1 filed with the Securities and Exchange Commission for all outstanding Common Shares not beneficially owned by such Person (or by its Affiliates or Associates); provided further, however, that if, following the form -------- ------- occurrence of payment a Shares Acquisition Date and following the expiration of the Redemption Priceright of redemption hereunder but prior to any Triggering Event, each of the following shall have occurred and remain in effect: (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed of a number of shares in a transaction, or series of transactions, which did not result in the occurrence of a Triggering Event such that such Person is thereafter a Beneficial Owner of shares of the Company which entitle the holder to cast 10% or less of the votes that all shareholders of the Company are entitled to cast generally in the election of directors, (ii) there are then no other Persons, immediately following the occurrence of the event described in office not less than two Continuing Directors clause (i), who are Acquiring Persons, and (yiii) such action is approved by the transfer or other disposition described in clause (i) above was other than pursuant to a majority transaction, or series of transactions, which directly or indirectly involved the Company or any of its Subsidiaries; then the right of redemption shall be reinstated and thereafter be subject to the provisions of this Section 24. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to the expiration of the Continuing Directors then in office. The Company's right of redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishhereunder.

Redemption and Termination. (a) The Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Close of Business on the tenth day following the Shares Acquisition Date or such later date as may be determined by a majority of the Continuing Directors and publicly announced by the Company, or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding Rights at a redemption price of $.01 .001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”), and the Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) at the time of redemption), or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time time, on such basis and with such conditions as a majority the Board of the Continuing Directors in its sole discretion may establish. If redemption of the Rights is to be effective as of a future date, the Rights shall continue to be exercisable, subject to Section 11(a)(ii) hereof, until the effective date of the redemption, provided that nothing contained herein shall preclude the Board of Directors from subsequently causing the Rights to be redeemed at a date earlier than the previously scheduled effective date of the redemption. The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the current market value of a whole Common Share at the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to, but not including, the date of such payment) or any other form of consideration deemed appropriate by the Board of Directors.

Redemption and Termination. (a) The Company Board may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to during the period commencing on the Rights Distribution Declaration Date and ending on the earlier of (i) the Shares Close of Business on the tenth Business Day following the Stock Acquisition Date or such later date as may be determined by a majority (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the Close of Business on the Continuing Directors and publicly announced by tenth Business Day following the CompanyRecord Date), or (ii) the Close of Business on the Final Expiration DateDate (the “Redemption Period”), cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "“Redemption Price"”); provided, however, that, if the Board authorizes redemption of the Rights on or after the time a Person becomes an Acquiring Person, then such authorization shall require the concurrence of a majority of the Directors. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event until such time as the Company’s right of redemption hereunder has expired. The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establishBoard.

Redemption and Termination. (a) The Board of Directors of the Company may, at its option, upon approval by a majority of the Continuing Directors, at any time prior to the earlier of (i) the Shares Acquisition Date or such later close of business on the tenth day following the first date as may be determined by a majority of public announcement of the Continuing Directors occurrence of a Flip-In Event (or, if such date shall have occurred prior to the Record Date, the close of business on the tenth day following the Record Date) and publicly announced by the Company, or (ii) the Final Expiration Date, cause the Company to redeem all but not less than all the then outstanding Rights at a redemption price of $.01 per Right, as such amount may be appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such redemption price being hereinafter referred to as the "Redemption Price"); provided, however, that the Rights may not be redeemed following any merger to which the Company is a party that (i) occurs when there is an Acquiring Person and (ii) was not approved (x) prior to the time such Person became an Acquiring Person by the Board of Directors of the Company and (y) prior to such merger by the shareholders of the Company at a shareholders' meeting. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of a Flip-In Event until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price either in cash, shares of Common Stock (based on the current per share market price thereof (as determined pursuant to Section 11(d) hereof) Current Market Price of the Common Stock at the time of redemption), ) or any other form of consideration deemed appropriate by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Section 23(a), the Company may not take any action pursuant to this Section 23(a) unless (x) at the time of the action of the Board of Directors of the Company approving such redemption and the form of payment of the Redemption Price, there are then in office not less than two Continuing Directors and (y) such action is approved by a majority of the Continuing Directors then in office. The redemption of the Rights by the Board of Directors may be made effective at such time on such basis and with such conditions as a majority of the Continuing Directors in its sole discretion may establish.