Common use of Redemption or Exchange Clause in Contracts

Redemption or Exchange. (a) The Company may, at its option, but only by the vote of a majority of the Board of Directors, redeem all but not less than all of the then outstanding Rights, at any time prior to the Close of Business on the tenth day following the Stock Acquisition Date (subject to extension by the Company as provided in Section 26 hereof) at a redemption price of $0.01 per Right, subject to adjustments as provided in subsection (c) below (the "Redemption Price"). 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 Company's right of redemption hereunder. (b) Without any further action and without any notice, the right to exercise the Rights will terminate effective at the time of the action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Within ten days after the effective time of the action of the Board of Directors ordering the redemption of the Rights, the Company 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 Stock. Any notice which is mailed in the manner herein provided 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. At the option of the Board of Directors, the Redemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, at the Company's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) of a share) of Preferred Stock having a Fair Market Value equal to such cash payment. (c) In the event the Company shall at any time after the date of this Rights Agreement (A) pay any dividend on Common Stock in shares of Common Stock, (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares, (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, and in each such event, the Redemption Price shall be adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such event; provided, however, that in each case such adjustment to the Redemption Price shall be made only if the amount of the Redemption Price shall be reduced or increased by $0.01

Redemption or Exchange. (a) The Rights may be redeemed or ---------------------- exchanged by action of the Board of Directors pursuant to this Section 23 and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors, redeem all but not less than all of the then outstanding Rights, at any time prior to the Close close of Business business on the tenth day following Business Day after the Stock Shares Acquisition Date (subject or, if the Shares Acquisition Date shall have occurred prior to extension by the Company as provided in Section 26 hereof) Record Date, the close of business on the tenth Business Day after the Record Date), elect to redeem all, but not less than all, the then outstanding Rights at a redemption price of $0.01 0.001 per Right, subject appropriately adjusted to adjustments reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as provided in subsection (c) below (the "Redemption Price"). Notwithstanding anything contained in this Agreement In the event that the aggregate redemption price payable to the contrary, the any holder of Rights for all Rights held by such holder shall not be exercisable pursuant evenly divisible by $.01, the fraction of one cent otherwise payable to Section 11(a)(iisuch holder shall be increased to one cent. (c) The Board of Directors of the Company may, at its option but subject to receipt of any required regulatory approvals, at any time after the Shares Acquisition Date and prior to such time an Acquiring Person becomes the expiration Beneficial Owner of more than 50% of the outstanding shares of Common Stock of the Company's right , elect to exchange all, but not less than all, the then outstanding Rights (other than Rights that have become void pursuant to the provisions of redemption hereunderSection 7(e) hereof) for (i) shares of Common Stock of the Company at an exchange ratio of one share of Common Stock of the Company per Right, appropriately adjusted in order to protect the interests of holders of Rights generally in the event that after the Distribution Date any issuance or distribution of securities, cash or assets in respect of, in lieu of or in exchange for a share of Common Stock of the Company and/or Preferred Stock (whether by dividend, in a reclassification or recapitalization, or otherwise, including any such transaction involving a merger or consolidation), shall have occurred; provided, however, that in the event that insufficient shares of Common Stock of the Company are authorized but unissued, or otherwise available for issuance, to permit in full the exchange provided hereby, then each Right shall be exchanged for (x) that fraction of a share of Common Stock of the Company, the numerator of which shall be the total number of shares of Common Stock of the Company authorized but unissued or otherwise available for issuance, and the denominator of which shall be the aggregate number of such shares of Common Stock of the Company which would have been issued pursuant to this subsection (c)(i) had such shares of Common Stock been available for issuance, plus (y) that fraction of a share of Preferred Stock, also appropriately adjusted as provided herein, the numerator of which shall be one minus the fraction of a share of Common Stock of the Company to be so issued and the denominator of which shall be one hundred, or (ii) cash, debt or equity securities of the Company and/or a Subsidiary thereof or other assets or any combination of the foregoing having an aggregate value (when paid) equal to the Current Per Share Market Price of one share of Common Stock of the Company at the Shares Acquisition Date. (d) Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights pursuant to subsection (b) Without or (c) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate effective at the time of the action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Within ten days after the effective time of the action of the Board of Directors ordering the redemption of the Rights, the Company 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 Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each notice of redemption each Right will state the method by which the payment of the Redemption Price will be made. At the option of the Board of Directors, the Redemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, at the Company's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) of a share) of Preferred Stock having a Fair Market Value equal to such cash payment. (c) In the event the Company shall at any time after the date of this Rights Agreement (A) pay any dividend on Common Stock in shares of Common Stock, (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares, (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing or surviving corporation), then, and in each such event, the Redemption Price shall be adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such event; provided, however, that in each case such adjustment to the Redemption Price shall be made only if the amount of the Redemption Price shall be reduced or increased by $0.01thereafter

Redemption or Exchange. (a) The Rights may be ---------------------- redeemed or exchanged by action of the Board of Directors pursuant to this Section 23 and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, but only by at any time prior to the vote close of a majority business on the tenth Business Day after the Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the Board of Directorstenth Business Day after the Record Date), elect to redeem all but not less than all of the then outstanding Rights, at any time prior to the Close of Business on the tenth day following the Stock Acquisition Date (subject to extension by the Company as provided in Section 26 hereof) Rights at a redemption price of $0.01 0.001 per Right, subject appropriately adjusted to adjustments reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as provided in subsection (c) below (the "Redemption Price"). Notwithstanding anything contained in this Agreement In the event that the aggregate redemption price payable to the contrary, the any holder of Rights for all Rights held by such holder shall not be exercisable pursuant evenly divisible by $.01, the fraction of one cent otherwise payable to Section 11(a)(iisuch holder shall be increased to one cent. (c) The Board of Directors of the Company may, at its option but subject to receipt of any required regulatory approvals, at any time after the Shares Acquisition Date and prior to such time an Acquiring Person becomes the expiration Beneficial Owner of more than 50% of the outstanding shares of Common Stock of the Company's right , elect to exchange all but not less than all the then outstanding Rights (other than Rights that have become void pursuant to the provisions of redemption hereunderSection 7(e) hereof) for (i) shares of Common Stock of the Company at an exchange ratio of one share of Common Stock of the Company per Right, appropriately adjusted in order to protect the interests of holders of Rights generally in the event that after the Distribution Date any issuance or distribution of securities, cash or assets in respect of, in lieu of or in exchange for a share of Common Stock of the Company and/or Preferred Stock (whether by dividend, in a reclassification or recapitalization, or otherwise, including any such transaction involving a merger or consolidation), shall have occurred; provided, however, that in the event that insufficient shares of Common Stock of the Company are authorized but unissued, or otherwise available for issuance, to permit in full the exchange provided hereby, then each Right shall be exchanged for (x) that fraction of a share of Common Stock of the Company, the numerator of which shall be the total number of shares of Common Stock of the Company authorized but unissued or otherwise available for issuance and the denominator of which shall be the aggregate number of such shares of Common Stock of the Company which would have been issued pursuant to this subparagraph (c)(i) had such shares of Common Stock been available for issuance, plus (y) that fraction of a share of Preferred Stock, also appropriately adjusted as provided herein, the numerator of which shall be one minus the fraction of a share of Common Stock of the Company to be so issued and the denominator of which shall be ten thousand, or (ii) cash, debt or equity securities of the Company and/or a Subsidiary thereof or other assets or any combination of the foregoing having an aggregate value (when paid) equal to the Current Per Share Market Price of one share of Common Stock of the Company at the Shares Acquisition Date. (d) Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights pursuant to subsection (b) Without or (c) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate effective at and each Right will thereafter represent only the time of right to receive the Redemption Price or the securities or assets referred to in subsection (c), as the case may be. Within 10 days after such action of the Board of Directors ordering the redemption of electing to redeem or exchange the Rights and the only right thereafter of the holders of Rights shall be pursuant to receive the Redemption Price. Within ten days after the effective time of the action of the Board of Directors ordering the redemption of the Rightssubsection (b) or (c), the Company shall give notice of such redemption thereof to the Rights Agent and 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 StockStock 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 or exchange will state the method by which the payment of the Redemption Price or the exchange will be made. At the option of the Board of Directors, the Redemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, at the Company's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) of a share) of Preferred Stock having a Fair Market Value equal to such cash payment. (c) In the event Neither the Company shall nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time after the date of in any manner other than that specifically set forth in this Rights Agreement (A) pay any dividend on Common Stock in shares of Common StockSection 23, (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares, (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification other than in connection with a consolidation the acquisition or merger in which the Company is the continuing or surviving corporation), then, and in each such event, the Redemption Price shall be adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction the numerator of which is the number purchase of shares of Common Stock outstanding immediately after such event and of the denominator of which is the number of shares of Common Stock outstanding immediately Company prior to such event; provided, however, that in each case such adjustment to the Redemption Price shall be made only if the amount of the Redemption Price shall be reduced or increased by $0.01Distribution Date.

Redemption or Exchange. (a) The Company Corporation may, at its option, but only by the vote of a majority of the Board of Directors, redeem all but not less than all of the then outstanding Rights, at any time prior to the Close of Business on the tenth day following the Stock Acquisition Date (subject to extension by the Company Corporation as provided in Section 26 hereof25) at a redemption price of $0.01 per Right, subject to adjustments as provided in subsection (c) below (the "Redemption Price"). 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 CompanyCorporation's right of redemption hereunder. (b) Without any further action and without any notice, the right to exercise the Rights will terminate effective at the time of the action of the Board of Directors ordering the redemption of the Rights and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. Within ten days after the effective time of the action of the Board of Directors ordering the redemption of the Rights, the Company 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 Stock. Any notice which is mailed in the manner herein provided 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. At the option of the Board of Directors, the Redemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, at the CompanyCorporation's election pursuant to Section 14(b) hereof), cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth thousandth (1/100) of a share) of Preferred Stock having a Fair Market Value equal to such cash payment. (c) In the event the Company Corporation shall at any time after the date of this Rights Agreement (A) pay any dividend on Common Stock in shares of Common Stock, (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares, (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger in which the Company Corporation is the continuing or surviving corporationCorporation), then, and in each such event, the Redemption Price shall be adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such event; provided, however, that in each case such adjustment to the Redemption Price shall be made only if the amount of the Redemption Price shall be reduced or increased by at least more or less than $0.01

Redemption or Exchange. (a) The Rights may be redeemed or ---------------------- exchanged by action of the Board of Directors pursuant to this Section 23 and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors, redeem all but not less than all of the then outstanding Rights, at any time prior to the Close close of Business business on the tenth day following Business Day after the Stock Shares Acquisition Date (subject or, if the Shares Acquisition Date shall have occurred prior to extension by the Company as provided in Section 26 hereof) Record Date, the close of business on the tenth Business Day after the Record Date), elect to redeem all, but not less than all, the then outstanding Rights at a redemption price of $0.01 per Right, subject appropriately adjusted to adjustments reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as provided in subsection (c) below (the "Redemption Price"). Notwithstanding anything contained in this Agreement In the event that the aggregate redemption price payable to the contrary, the any holder of Rights for all Rights held by such holder shall not be exercisable pursuant evenly divisible by $.01, the fraction of one cent otherwise payable to Section 11(a)(iisuch holder shall be increased to one cent. (c) The Board of Directors of the Company may, at its option but subject to receipt of any required regulatory approvals, at any time after the Shares Acquisition Date and prior to such time an Acquiring Person becomes the expiration Beneficial Owner of more than 50% of the outstanding shares of Common Stock of the Company's right , elect to exchange all, but not less than all, the then outstanding Rights (other than Rights that have become void pursuant to the provisions of redemption hereunderSection 7(e) hereof) for (i) shares of Common Stock of the Company at an exchange ratio of one share of Common Stock of the Company per Right, appropriately adjusted in order to protect the interests of holders of Rights generally in the event that after the Distribution Date any issuance or distribution of securities, cash or assets in respect of, in lieu of or in exchange for a share of Common Stock of the Company and/or Preferred Stock (whether by dividend, in a reclassification or recapitalization, or otherwise, including any such transaction involving a merger or consolidation), shall have occurred; provided, however, that in the event that insufficient shares of Common Stock of the Company are authorized but unissued, or otherwise available for issuance, to permit in full the exchange provided hereby, then each Right shall be exchanged for (x) that fraction of a share of Common Stock of the Company, the numerator of which shall be the total number of shares of Common Stock of the Company authorized but unissued or otherwise available for issuance and the denominator of which shall be the aggregate number of such shares of Common Stock of the Company which would have been issued pursuant to this subparagraph (c)(i) had such shares of Common Stock been available for issuance, plus (y) that fraction of a share of Preferred Stock, also appropriately adjusted as provided herein, the numerator of which shall be one minus the fraction of a share of Common Stock of the Company to be so issued and the denominator of which shall be one hundred, or (ii) cash, debt or equity securities of the Company and/or a Subsidiary thereof or other assets or any combination of the foregoing having an aggregate value (when paid) equal to the Current Per Share Market Price of one share of Common Stock of the Company at the Shares Acquisition Date. (d) Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights pursuant to subsection (b) Without or (c) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate effective at and each Right will thereafter represent only the time right to receive the Redemption Price or the securities or assets referred to in subsection (c) of this Section 23, as the case may be. Within 10 days after such action of the Board of Directors ordering the redemption of electing to redeem or exchange the Rights and the only right thereafter pursuant to subsection (b) or (c) of the holders of Rights shall be to receive the Redemption Price. Within ten days after the effective time of the action of the Board of Directors ordering the redemption of the Rightsthis Section 23, the Company shall give notice of such redemption thereof to the Rights Agent and 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 StockStock 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 or exchange will state the method by which the payment of the Redemption Price or the exchange will be made. At the option of the Board of Directors, the Redemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, at the Company's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) of a share) of Preferred Stock having a Fair Market Value equal to such cash payment. (c) In the event Neither the Company shall nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time after the date of in any manner other than that specifically set forth in this Rights Agreement (A) pay any dividend on Common Stock in shares of Common StockSection 23, (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares, (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification other than in connection with a consolidation the acquisition or merger in which the Company is the continuing or surviving corporation), then, and in each such event, the Redemption Price shall be adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction the numerator of which is the number purchase of shares of Common Stock outstanding immediately after such event and of the denominator of which is the number of shares of Common Stock outstanding immediately Company prior to such event; provided, however, that in each case such adjustment to the Redemption Price shall be made only if the amount of the Redemption Price shall be reduced or increased by $0.01Distribution Date.

Redemption or Exchange. (a) The Rights may ---------------------- be redeemed or exchanged by action of the Board of Directors pursuant to this Section 23 and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, but only by at any time prior to the vote close of a majority business on the tenth Business Day after the Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the Board of Directorstenth Business Day after the Record Date), elect to redeem all but not less than all of the then outstanding Rights, at any time prior to the Close of Business on the tenth day following the Stock Acquisition Date (subject to extension by the Company as provided in Section 26 hereof) Rights at a redemption price of $0.01 0.001 per Right, subject appropriately adjusted to adjustments reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as provided in subsection (c) below (the "Redemption Price"). Notwithstanding anything contained in this Agreement In the event that the aggregate redemption price payable to the contrary, the any holder of Rights for all Rights held by such holder shall not be exercisable pursuant evenly divisible by $.01, the fraction of one cent otherwise payable to Section 11(a)(iisuch holder shall be increased to one cent. (c) The Board of Directors of the Company may, at its option but subject to receipt of any required regulatory approvals, at any time after the Shares Acquisition Date and prior to such time an Acquiring Person becomes the expiration Beneficial Owner of more than 50% of the outstanding shares of Common Stock of the Company's right , elect to exchange all but not less than all the then outstanding Rights (other than Rights that have become void pursuant to the provisions of redemption hereunderSection 7(e) hereof) for (i) shares of Common Stock of the Company at an exchange ratio of one share of Common Stock of the Company per Right, appropriately adjusted in order to protect the interests of holders of Rights generally in the event that after the Distribution Date any issuance or distribution of securities, cash or assets in respect of, in lieu of or in exchange for a share of Common Stock of the Company and/or Preferred Stock (whether by dividend, in a reclassification or recapitalization, or otherwise, including any such transaction involving a merger or consolidation), shall have occurred; provided, however, that in the event that insufficient shares of Common Stock of the Company are authorized but unissued, or otherwise available for issuance, to permit in full the exchange provided hereby, then each Right shall be exchanged for (x) that fraction of a share of Common Stock of the Company, the numerator of which shall be the total number of shares of Common Stock of the Company authorized but unissued or otherwise available for issuance and the denominator of which shall be the aggregate number of such shares of Common Stock of the Company which would have been issued pursuant to this subparagraph (c)(i) had such shares of Common Stock been available for issuance, plus (y) that fraction of a share of Preference Stock, also appropriately adjusted as provided herein, the numerator of which shall be one minus the fraction of a share of Common Stock of the Company to be so issued and the denominator of which shall be 100, or (ii) cash, debt or equity securities of the Company and/or a Subsidiary thereof or other assets or any combination of the foregoing having an aggregate value (when paid) equal to the Current Per Share Market Price of one share of Common Stock of the Company at the Shares Acquisition Date. (d) Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights pursuant to subsection (b) Without or (c) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate effective at and each Right will thereafter represent only the time of right to receive the Redemption Price or the securities or assets referred to in subsection (c), as the case may be. Within 10 days after such action of the Board of Directors ordering the redemption of electing to redeem or exchange the Rights and the only right thereafter of the holders of Rights shall be pursuant to receive the Redemption Price. Within ten days after the effective time of the action of the Board of Directors ordering the redemption of the Rightssubsection (b) or (c), the Company shall give notice of such redemption thereof to the Rights Agent and 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 StockStock 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 or exchange will state the method by which the payment of the Redemption Price or the exchange will be made. At the option of the Board of Directors, the Redemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, at the Company's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) of a share) of Preferred Stock having a Fair Market Value equal to such cash payment. (c) In the event Neither the Company shall nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time after the date of in any manner other than that specifically set forth in this Rights Agreement (A) pay any dividend on Common Stock in shares of Common StockSection 23, (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares, (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification other than in connection with a consolidation the acquisition or merger in which the Company is the continuing or surviving corporation), then, and in each such event, the Redemption Price shall be adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction the numerator of which is the number purchase of shares of Common Stock outstanding immediately after such event and of the denominator of which is the number of shares of Common Stock outstanding immediately Company prior to such event; provided, however, that in each case such adjustment to the Redemption Price shall be made only if the amount of the Redemption Price shall be reduced or increased by $0.01Distribution Date.

Redemption or Exchange. (a) The Rights may be redeemed or exchanged by action of the Board of Directors pursuant to this Section 23 and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, but only by at any time prior to the vote close of a majority business on the tenth Business Day after the Shares Acquisition Date (or, if the Shares Acquisition Date shall have occurred prior to the Record Date, the close of business on the Board of Directorstenth Business Day after the Record Date), elect to redeem all but not less than all of the then outstanding Rights, at any time prior to the Close of Business on the tenth day following the Stock Acquisition Date (subject to extension by the Company as provided in Section 26 hereof) Rights at a redemption price of $0.01 per Right, subject appropriately adjusted to adjustments reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as provided in subsection (c) below (the "Redemption Price"). Notwithstanding anything contained in this Agreement In deciding whether or not to the contrary, the Rights shall not be exercisable pursuant to Section 11(a)(ii) prior to the expiration of exercise the Company's right of redemption hereunder, the Board of Directors of the Company shall act in good faith, in a manner they reasonably believe to be in the best interests of the Company and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances, and they may consider the long-term and short-term effects of any action upon employees, suppliers, customers and creditors of the Company or its Subsidiaries and upon communities in which offices or other establishments of the Company or its Subsidiaries are located, and all other pertinent factors. (c) The Board of Directors of the Company may, at its option but subject to receipt of any required regulatory approvals, at any time after the Shares Acquisition Date and prior to such time an Acquiring Person becomes the Beneficial Owner of more than 50% of the outstanding Common Shares of the Company, elect to exchange all but not less than all the then outstanding Rights (other than Rights that have become void pursuant to the provisions of Section 7(e) hereof) for (i) Common Shares of the Company at an exchange ratio of one Common Share of the Company per Right, appropriately adjusted in order to protect the interests of holders of Rights generally in the event that after the Distribution Date any issuance or distribution of securities, cash or assets in respect of, in lieu of or in exchange for Common Shares of the Company and/or Preferred Shares (whether by dividend, in a reclassification or recapitalization, or otherwise, including any such transaction involving a merger or consolidation), shall have occurred; provided, however, that in the event that insufficient Common Shares of the Company are authorized but unissued, or otherwise available for issuance, to permit in full the exchange provided hereby, then each Right shall be exchanged for (x) that fraction of a Common Share of the Company, the numerator of which shall be the total number of Common Shares of the Company authorized but unissued or otherwise available for issuance and the denominator of which shall be the aggregate number of such Common Shares of the Company which would have been issued pursuant to this subparagraph (c)(i) had such Common Shares been available for issuance, plus (y) that fraction of a Preferred Share, also appropriately adjusted as provided herein, the numerator of which shall be one minus the fraction of a Common Share of the Company to be so issued and the denominator of which shall be 100, or (ii) cash, debt or equity securities of the Company and/or a Subsidiary thereof or other assets or any combination of the foregoing having an aggregate value (when paid) equal to the Current Per Share Market Price of one Common Share of the Company at the Shares Acquisition Date. (d) Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights pursuant to subsection (b) Without or (c) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate effective at and each Right will thereafter represent only the time of right to receive the Redemption Price or the securities or assets referred to in subsection (c), as the case may be. Within 10 days after such action of the Board of Directors ordering the redemption of electing to redeem or exchange the Rights and the only right thereafter of the holders of Rights shall be pursuant to receive the Redemption Price. Within ten days after the effective time of the action of the Board of Directors ordering the redemption of the Rightssubsection (b) or (c), the Company shall give notice of such redemption thereof to the Rights Agent and 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 StockShares 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 or exchange will state the method by which the payment of the Redemption Price or the exchange will be made. At the option of the Board of Directors, the Redemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, at the Company's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) of a share) of Preferred Stock having a Fair Market Value equal to such cash payment. (c) In the event Neither the Company shall nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time after the date of in any manner other than that specifically set forth in this Rights Agreement (A) pay any dividend on Common Stock in shares of Common StockSection 23, (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares, (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification other than in connection with a consolidation the acquisition or merger in which purchase of Common Shares of the Company is the continuing or surviving corporation), then, and in each such event, the Redemption Price shall be adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock outstanding immediately prior to such event; provided, however, that in each case such adjustment to the Redemption Price shall be made only if the amount of the Redemption Price shall be reduced or increased by $0.01Distribution Date.

Redemption or Exchange. (a) The Rights may be redeemed or exchanged by action of the Board of Directors pursuant to this Section 23 and shall not be redeemed in any other manner. (b) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors, redeem all but not less than all of the then outstanding Rights, at any time prior to the Close close of Business business on the tenth day following Business Day after the Stock Shares Acquisition Date (subject or, if the Shares Acquisition Date shall have occurred prior to extension by the Company as provided in Section 26 hereof) Record Date, the close of business on the tenth Business Day after the Record Date), elect to redeem all, but not less than all, the then outstanding Rights at a redemption price of $0.01 per Right, subject appropriately adjusted to adjustments reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as provided in subsection (c) below (the "Redemption Price"). Notwithstanding anything contained in this Agreement In the event that the aggregate redemption price payable to the contrary, the any holder of Rights for all Rights held by such holder shall not be exercisable pursuant evenly divisible by $.01, the fraction of one cent otherwise payable to Section 11(a)(iisuch holder shall be increased to one cent. (c) The Board of Directors of the Company may, at its option but subject to receipt of any required regulatory approvals, at any time after the Shares Acquisition Date and prior to such time an Acquiring Person becomes the expiration Beneficial Owner of more than 50% of the outstanding shares of Common Stock of the Company's right , elect to exchange all, but not less than all, the then outstanding Rights (other than Rights that have become void pursuant to the provisions of redemption hereunderSection 7(e) hereof) for (i) shares of Common Stock of the Company at an exchange ratio of one share of Common Stock of the Company per Right, appropriately adjusted in order to protect the interests of holders of Rights generally in the event that after the Distribution Date any issuance or distribution of securities, cash or assets in respect of, in lieu of or in exchange for a share of Common Stock of the Company and/or Preferred Stock (whether by dividend, in a reclassification or recapitalization, or otherwise, including any such transaction involving a merger or consolidation), shall have occurred; provided, however, that in the event that insufficient shares of Common Stock of the Company are authorized but unissued, or otherwise available for issuance, to permit in full the exchange provided hereby, then each Right shall be exchanged for (x) that fraction of a share of Common Stock of the Company, the numerator of which shall be the total number of shares of Common Stock of the Company authorized but unissued or otherwise available for issuance and the denominator of which shall be the aggregate number of such shares of Common Stock of the Company which would have been issued pursuant to this subparagraph (c)(i) had such shares of Common Stock been available for issuance, plus (y) that fraction of a share of Preferred Stock, also appropriately adjusted as provided herein, the numerator of which shall be one minus the fraction of a share of Common Stock of the Company to be so issued and the denominator of which shall be one hundred, or (ii) cash, debt or equity securities of the Company and/or a Subsidiary thereof or other assets or any combination of the foregoing having an aggregate value (when paid) equal to the Current Per Share Market Price of one share of Common Stock of the Company at the Shares Acquisition Date. (d) Immediately upon the action of the Board of Directors of the Company electing to redeem or exchange the Rights pursuant to subsection (b) Without or (c) of this Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate effective at and each Right will thereafter represent only the time right to receive the Redemption Price or the securities or assets referred to in subsection (c) of this Section 23, as the case may be. Within 10 days after such action of the Board of Directors ordering the redemption of electing to redeem or exchange the Rights and the only right thereafter pursuant to subsection (b) or (c) of the holders of Rights shall be to receive the Redemption Price. Within ten days after the effective time of the action of the Board of Directors ordering the redemption of the Rightsthis Section 23, the Company shall give notice of such redemption thereof to the Rights Agent and 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 StockStock 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 or exchange will state the method by which the payment of the Redemption Price or the exchange will be made. At the option of the Board of Directors, the Redemption Price may be paid in cash to each Rights holder or by the issuance of shares (and, at the Company's election pursuant to Section 14(b) hereof, cash or depositary receipts in lieu of fractions of shares other than fractions which are integral multiples of one one-hundredth (1/100) of a share) of Preferred Stock having a Fair Market Value equal to such cash payment. (c) In the event Neither the Company shall nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time after the date of in any manner other than that specifically set forth in this Rights Agreement (A) pay any dividend on Common Stock in shares of Common StockSection 23, (B) subdivide or split the outstanding shares of Common Stock into a greater number of shares, (C) combine or consolidate the outstanding shares of Common Stock into a smaller number of shares or effect a reverse split of the outstanding shares of Common Stock or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification other than in connection with a consolidation the acquisition or merger in which the Company is the continuing or surviving corporation), then, and in each such event, the Redemption Price shall be adjusted so that the Redemption Price after such event shall equal the Redemption Price immediately prior to such event multiplied by a fraction the numerator of which is the number purchase of shares of Common Stock outstanding immediately after such event and of the denominator of which is the number of shares of Common Stock outstanding immediately Company prior to such event; provided, however, that in each case such adjustment to the Redemption Price shall be made only if the amount of the Redemption Price shall be reduced or increased by $0.01Distribution Date.