Common use of Right to Purchase Preferred Shares Clause in Contracts

Right to Purchase Preferred Shares. From and after the close of business on the Distribution Date, each Right (other than a Right that has become void) shall be exercisable to purchase one one-ten thousandth (1/10,000) of a share of Series A Preferred Stock, par value $.001 per share, of the Company (the "Preferred Shares"), at an exercise price of $35.00 (the "Exercise Price"). Prior to the Distribution Date, the Company may substitute for all or any portion of the Preferred Shares that would otherwise be issuable upon exercise of the Rights, cash, assets or other securities having the same aggregate value as such Preferred Shares. The Preferred Shares are nonredeemable and, unless otherwise provided in connection with the creation of a subsequent series of preferred stock, are subordinate to any other series of the Company's preferred stock whether issued before or after the issuance of the Preferred Shares. The Preferred Shares may not be issued except upon exercise of Rights. The holder of a Preferred Share is entitled to receive when, as and if declared, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $.25 per share ($1.00 per annum) or (ii) subject to adjustment, 10,000 times the aggregate per share amount of all dividends or other distributions declared on the Common Stock since the last quarterly dividend payment. In the event of liquidation, no distribution shall be made to: (i) the holders of shares of stock ranking junior to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received the greater of (A) $10,000.00 per share ($1.00 per one one-ten thousandth of a share), plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (B) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share of Common Stock to holders thereof; or (ii) the holders of shares of stock ranking on a parity with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled. Each Preferred Share has one ten thousand (10,000) votes per share (one vote per one one-ten thousandth (1/10,000) of a Preferred Share), voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, the holder of a Preferred Share shall be entitled to receive 10,000 times the amount received per Common Share. The rights of the Preferred Shares as to dividends, voting and liquidation preferences are protected by antidilution provisions. It is anticipated that the value of one one-ten thousandth (1/10,000) of a Preferred Share should approximate the value of one Common Share.

Right to Purchase Preferred Shares. From and after the close of business on the Distribution Date, each Right (other than a Right that has become void) shall be exercisable to purchase one one-ten thousandth (1/10,000) of a share of Series A B Preferred Stock, par value $.001 0.01 per share, of the Company (the "Preferred Shares"), at an exercise price of $35.00 45.00 (the "Exercise Price"). Prior to the Distribution Date, the Company may substitute for all or any portion of the Preferred Shares that would otherwise be issuable upon exercise of the Rights, cash, assets or other securities having the same aggregate value as such Preferred Shares. The Preferred Shares are nonredeemable and, unless otherwise provided in connection with the creation of a subsequent series of preferred stock, are subordinate to any other series of the Company's preferred stock whether issued before or after the issuance of the Preferred Shares. The Preferred Shares may not be issued except upon exercise of Rights. The holder of a Preferred Share is entitled to receive when, as and if declared, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATEQuarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $.25 per share ($1.00 per annum) or (ii) subject to adjustment, 10,000 times the aggregate per share amount of all dividends or other distributions declared on the Common Stock since the last quarterly dividend payment. In the event of liquidation, no distribution shall be made to: (i) the holders of shares of stock ranking junior to the Series A B Preferred Stock unless, prior thereto, the holders of shares of Series A B Preferred Stock shall have received the greater of (A) $10,000.00 per share ($1.00 per one one-ten thousandth of a share), plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (B) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share of Common Stock to holders thereof; or (ii) the holders of shares of stock ranking on a parity with the Series A B Preferred Stock, except distributions made ratably on the Series A B Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled. Each Preferred Share has one ten thousand (10,000) 10,000 votes per share (one vote per one one-ten thousandth (1/10,000) of a Preferred Share), voting together with share) on all matters submitted to a vote of the Common Sharesstockholders of the Corporation. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, the holder of a Preferred Share shall be entitled to receive 10,000 times the amount received per Common Share. The rights of the Preferred Shares as to dividends, voting and liquidation preferences are protected by antidilution provisions. It is anticipated that the value of one one-ten thousandth (1/10,000) of a Preferred Share should approximate the value of one Common Share.

Right to Purchase Preferred Shares. From and after the close of business on the Distribution Date, each Right (other than a Right that has become void) shall be exercisable to purchase one one-ten thousandth (1/10,000) hundredth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $.001 per share, Stock of the Company (the "“Preferred Shares"”), at an exercise price of $35.00 15.00 (the "“Exercise Price"”). Prior to the Distribution Date, the Company may substitute for all or any portion of the Preferred Shares that would otherwise be issuable upon exercise of the Rights, cash, assets or other securities having the same aggregate value as such Preferred Shares. The Preferred Shares are nonredeemable and, unless otherwise provided in connection with the creation of a subsequent series of preferred stock, are subordinate to any other series of the Company's preferred stock whether issued before or after the issuance of the Preferred Shares. The Preferred Shares may not be issued except upon exercise of Rights. The holder of a Preferred Share is entitled to receive when, as and if declared, quarterly cash and non-cash dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $.25 0.25 per share ($1.00 per annum) or (iib) subject to adjustmentappropriate adjustments in certain events, 10,000 100 times the aggregate per share amount of all dividends or other distributions declared on the each Common Stock since the last quarterly Share, other than a dividend paymentpayable only in additional Common Shares. In the event of liquidation, no distribution shall be made to: (i) the holders of shares of stock ranking junior Preferred Shares shall be entitled to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received receive a liquidation payment in an amount equal to the greater of (A1) $10,000.00 per share ($1.00 per one one-ten thousandth one hundredth of a share)Preferred Share, plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to on the date of such paymentPreferred Shares, or (B2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share of Common Stock to holders thereof; or (ii) the holders of shares of stock ranking on a parity with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitledShare. Each Preferred Share has one ten thousand (10,000) 100 votes per share (one vote per one one-ten thousandth (1/10,000) of a Preferred Share)share, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, the holder of a Preferred Share shall be entitled to receive 10,000 100 times the amount received per Common Share. The rights of the Preferred Shares as to dividends, voting and liquidation preferences are protected by antidilution provisions. It is anticipated that the value of one one-ten thousandth (1/10,000) hundredth of a Preferred Share should approximate not less than the value of one Common Share.

Right to Purchase Preferred Shares. From Unless the Rights have previously expired or been redeemed, from and after the close of business on the Distribution Date, each Right (other than a Right that has become void) shall will be exercisable to purchase one onefour-ten thousandth (1/10,000) of a share of Series A Junior Participating Cumulative Preferred Stock, par value $.001 1.00 per share, of the Company (the "Preferred Shares"), at an the exercise price calculated in accordance with the terms of $35.00 the Rights Agreement (as such price may be adjusted from time to time to prevent dilution, the "Exercise Price"). The Exercise Price as of August 1, 1996 was $78.33. Prior to the Distribution Date, the Company may substitute for all or any portion of the Preferred Shares that would otherwise be issuable upon exercise of the Rights, cash, assets or other securities having the same aggregate value as such Preferred Shares. The Preferred Shares are nonredeemable and, unless otherwise provided in connection with the creation of a subsequent series of preferred stock, are subordinate to any other series of the Company's preferred stock whether issued before or after the issuance of the Preferred Shares. The Preferred Shares and may not be issued except upon exercise of Rights. The holder of a Preferred Share is entitled to receive when, as and if declared, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) cash and non-cash dividends in an amount equal to 4,000 times the dividends declared on each Common Share or (b) a preferential annual dividend of $.25 4.00 per share Preferred Share ($1.00 .001 per annum) or (ii) subject to adjustment, 10,000 times the aggregate per share amount one four-thousandth of all dividends or other distributions declared on the Common Stock since the last quarterly dividend paymenta Preferred Share). In the event of liquidation, no distribution shall be made to: (i) the holders of shares of stock ranking junior Preferred Shares will be entitled to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received receive a liquidation payment in an amount equal to the greater of (Ax) $10,000.00 40.00 per share Preferred Share ($1.00 .01 per one onefour-ten thousandth of a sharePreferred Share), plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to on the date of such paymentPreferred Shares, or (By) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 4,000 times the aggregate amount to be distributed per share of Common Stock to holders thereof; or (ii) the holders of shares of stock ranking on a parity with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitledShare. Each Preferred Share has one ten thousand (10,000) votes per share (one vote per one one-ten thousandth (1/10,000) of a Preferred Share)vote, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, the holder of a Preferred Share shall will be entitled to receive 10,000 4,000 times the amount received per Common Share. The rights of the Preferred Shares as to dividends, voting and liquidation preferences are protected by antidilution anti-dilution provisions. It is anticipated that the value of one one-ten thousandth (1/10,000) of a Preferred Share should approximate the value of one Common Share.

Right to Purchase Preferred Shares. From and after the close of business on the Distribution Date, each Right (other than a Right that has become void) shall be exercisable to purchase one one-ten thousandth (1/10,000) hundredth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $.001 .01 per share, of the Company (the "Preferred Shares"), at an exercise price of $35.00 95.00 (Ninety-five dollars) (the "Exercise Price"). Prior to the Distribution Date, the Company may substitute for all or any portion of the Preferred Shares that would otherwise be issuable upon exercise of the Rights, cash, assets or other securities having the same aggregate value as such Preferred Shares. The Preferred Shares are nonredeemable and, unless otherwise provided in connection with the creation of a subsequent series of preferred stock, are subordinate to any other series of the Company's preferred stock whether issued issue before or after the issuance of the Preferred Shares. The Preferred Shares may not be issued except upon exercise of Rights. The holder of a Preferred Share is entitled to receive when, as and if declared, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $.25 per share (a preferential annual dividend of $1.00 per annum) Preferred Share ($.01 per one one-hundredth of a Preferred Share); or (ii) subject cash and non-cash dividends in an amount equal to adjustment, 10,000 100 times the aggregate per share amount of all dividends or other distributions declared on the each Common Stock since the last quarterly dividend paymentShare. In the event of liquidation, no distribution shall be made to: (i) the holders of shares of stock ranking junior Preferred Shares shall be entitled to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received receive a liquidation payment in an amount equal to the greater of (A1) $10,000.00 1.00 per share Preferred Share ($1.00 .01 per one one-ten thousandth hundredth of a sharePreferred Share), plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to on the date of such paymentPreferred Shares, or (B2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share of Common Stock to holders thereof; or (ii) the holders of shares of stock ranking on a parity with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitledShare. Each Preferred Share has one ten thousand (10,000) votes per share (one vote per one one-ten thousandth (1/10,000) of a Preferred Share)100 votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, the holder of a Preferred Share shall be entitled to receive 10,000 100 times the amount received per Common Share. The rights of the Preferred Shares as to dividends, voting and liquidation preferences are protected by antidilution provisions. It is anticipated that the value of one one-ten thousandth (1/10,000) hundredth of a Preferred Share should approximate the value of one Common Share.

Right to Purchase Preferred Shares. From and after the close of ---------------------------------- business on the Distribution Date, each Right (other than a Right that has become void) shall be is exercisable to purchase one one-ten thousandth (1/10,000) hundredth of a share of Series A B Junior Participating Preferred Stock, $5.00 par value $.001 per share, of the Company (the "Preferred Shares"), at an exercise price of $35.00 10.00 (the "Exercise Price"). Prior to the Distribution Date, the Company may substitute for all or any portion of the Preferred Shares that would otherwise be issuable upon exercise of the Rights, cash, assets or other securities having the same aggregate value as such Preferred Shares. ---------------- -------------- The Preferred Shares are nonredeemable and, unless otherwise provided in connection with the creation of a subsequent series of preferred stock, are subordinate to any other series of the Company's preferred stock whether issued before or after the issuance of the Preferred Shares. The Preferred Shares may not be issued except upon exercise of Rights. The holder of a Preferred Share is entitled to receive when, as and if declared, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE")year, commencing on the first Quarterly Dividend Payment Date day of the first calendar quarter after the first issuance of a share Preferred Share or fraction of a share of Series A Preferred Stock, Share in an the amount per share (rounded to the nearest cent) of $0.25 per Preferred Share ($1.00 per annum); provided, however, -------- ------- that the amount of such quarterly dividend will be reduced by the amount of any dividends paid in the same calendar quarter pursuant to the next sentence. In addition, the holders of Preferred Shares will receive dividends or distributions for each Preferred Share, subject to certain adjustments, equal to 100 times the cash dividends paid with respect to, and 100 times the aggregate per share amount of any non-cash dividends or distributions paid or made on, the Common Shares. In the event of liquidation, the holders of Preferred Shares are entitled to receive a liquidation payment in an amount equal to the greater of (i) $.25 100.00 per share ($1.00 per annum) or (ii) subject to adjustment, 10,000 times the aggregate per share amount of all dividends or other distributions declared on the Common Stock since the last quarterly dividend payment. In the event of liquidation, no distribution shall be made to: (i) the holders of shares of stock ranking junior to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received the greater of (A) $10,000.00 per share Share ($1.00 per one one-ten thousandth hundredth of a sharePreferred Share), plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to on the date of such paymentPreferred ---- Shares, or (Bii) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share of Common Stock to holders thereof; or (ii) the holders of shares of stock ranking on a parity with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitledShare. Each Preferred Share has one ten thousand (10,000) 100 votes per share (one vote per one one-ten thousandth (1/10,000) hundredth of a Preferred Share), voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, the holder of a Preferred Share shall be is entitled to receive 10,000 100 times the amount of stock, securities, cash and/or any other property received per Common Share. The rights of the Preferred Shares as to dividends, voting and liquidation preferences are protected by antidilution provisions. It is anticipated that the value of one one-ten thousandth (1/10,000) hundredth of a Preferred Share should approximate the value of one Common Share.

Right to Purchase Preferred Shares. From and after the close of business on the Distribution Date, each Right (other than a Right that has become void) shall be exercisable to purchase one one-ten thousandth (1/10,000) hundredth of a share of Series A B Junior Participating Cumulative Preferred Stock, no par value $.001 per sharevalue, of the Company (the "“Preferred Shares"”), at an exercise price of $35.00 16.00 (Sixteen dollars) (the "“Exercise Price"”). Prior to the Distribution Date, the Company may substitute for all or any portion of the Preferred Shares that would otherwise be issuable upon exercise of the Rights, cash, assets or other securities having the same aggregate value as such Preferred Shares. The Preferred Shares are nonredeemable and, unless otherwise provided in connection with the creation of a subsequent series of preferred stock, are subordinate to any other series of the Company's ’s preferred stock whether issued issue before or after the issuance of the Preferred Shares. The Preferred Shares may not be issued except upon exercise of Rights. The holder of a Preferred Share is entitled to receive when, as and if declared, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $.25 per share (a preferential annual dividend of $1.00 per annum) Preferred Share ($.01 per one one-hundredth of a Preferred Share); or (ii) subject cash and non-cash dividends in an amount equal to adjustment, 10,000 100 times the aggregate per share amount of all dividends or other distributions declared on the each Common Stock since the last quarterly dividend paymentShare. In the event of liquidation, no distribution shall be made to: (i) the holders of shares of stock ranking junior Preferred Shares shall be entitled to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received receive a liquidation payment in an amount equal to the greater of (A1) $10,000.00 1.00 per share Preferred Share ($1.00 .01 per one one-ten thousandth hundredth of a sharePreferred Share), plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to on the date of such paymentPreferred Shares, or (B2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share of Common Stock to holders thereof; or (ii) the holders of shares of stock ranking on a parity with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitledShare. Each Preferred Share has one ten thousand (10,000) votes per share (one vote per one one-ten thousandth (1/10,000) of a Preferred Share)100 votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, the holder of a Preferred Share shall be entitled to receive 10,000 100 times the amount received per Common Share. The rights of the Preferred Shares as to dividends, voting and liquidation preferences are protected by antidilution provisions. It is anticipated that the value of one one-ten thousandth (1/10,000) hundredth of a Preferred Share should approximate the value of one Common Share.

Right to Purchase Preferred Shares. From and after the close of business on the Distribution Date, each Right (other than a Right that has become void) shall be exercisable to purchase one one-ten thousandth (1/10,000) hundredth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $.001 .01 per share, of the Company (the "Preferred Shares"), at an exercise price of $35.00 115 (One Hundred Fifteen Dollars) (the "Exercise Price"). Prior to the Distribution Date, the Company may substitute for all or any portion of the Preferred Shares that would otherwise be issuable upon exercise of the Rights, cash, assets or other securities having the same aggregate value as such Preferred Shares. The Preferred Shares are nonredeemable non-redeemable and, unless otherwise provided in connection with the creation of a subsequent series of preferred stock, are subordinate to any other series of the Company's preferred stock whether issued issue before or after the issuance of the Preferred Shares. The Preferred Shares may not be issued except upon exercise of Rights. The holder of a Preferred Share is entitled to receive when, as and if declared, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $.25 per share (a preferential annual dividend of $1.00 per annum) Preferred Share ($.01 per one one-hundredth of a Preferred Share); or (ii) subject cash and non- cash dividends in an amount equal to adjustment, 10,000 100 times the aggregate per share amount of all dividends or other distributions declared on the each Common Stock since the last quarterly dividend paymentShare. In the event of liquidation, no distribution shall be made to: (i) the holders of shares of stock ranking junior Preferred Shares shall be entitled to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received receive a liquidation payment in an amount equal to the greater of (A1) $10,000.00 per share ($1.00 per Preferred Share ($.01 per one one-ten thousandth one- hundredth of a sharePreferred Share), plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to on the date of such paymentPreferred Shares, or (B2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share of Common Stock to holders thereof; or (ii) the holders of shares of stock ranking on a parity with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitledShare. Each Preferred Share has one ten thousand (10,000) votes per share (one vote per one one-ten thousandth (1/10,000) of a Preferred Share)100 votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, the holder of a Preferred Share shall be entitled to receive 10,000 100 times the amount received per Common Share. The rights of the Preferred Shares as to dividends, voting and liquidation preferences are protected by antidilution provisions. It is anticipated that the value of one one-ten thousandth (1/10,000) hundredth of a Preferred Share should approximate the value of one Common Share.

Right to Purchase Preferred Shares. From and after the close of business on the Distribution Date, each Right (other than a Right that has become void) shall be exercisable to purchase one one-ten thousandth (1/10,000) hundredth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $.001 per share, Stock of the Company (the "“Preferred Shares"”), at an exercise price of $35.00 1.00 (the "“Exercise Price"”). Prior to the Distribution Date, the Company may substitute for all or any portion of the Preferred Shares that would otherwise be issuable upon exercise of the Rights, cash, assets or other securities having the same aggregate value as such Preferred Shares. The Preferred Shares are nonredeemable and, unless otherwise provided in connection with the creation of a subsequent series of preferred stock, are subordinate to any other series of the Company's preferred stock whether issued before or after the issuance of the Preferred Shares. The Preferred Shares may not be issued except upon exercise of Rights. The holder of a Preferred Share is entitled to receive when, as and if declared, quarterly cash and non-cash dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ia) $.25 0.25 per share ($1.00 per annum) or (iib) subject to adjustmentappropriate adjustments in certain events, 10,000 100 times the aggregate per share amount of all dividends or other distributions declared on the each Common Stock since the last quarterly Share, other than a dividend paymentpayable only in additional Common Shares. In the event of liquidation, no distribution shall be made to: (i) the holders of shares of stock ranking junior Preferred Shares shall be entitled to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received receive a liquidation payment in an amount equal to the greater of (A1) $10,000.00 per share ($1.00 per one one-ten thousandth one hundredth of a share)Preferred Share, plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to on the date of such paymentPreferred Shares, or (B2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share of Common Stock to holders thereof; or (ii) the holders of shares of stock ranking on a parity with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitledShare. Each Preferred Share has one ten thousand (10,000) 100 votes per share (one vote per one one-ten thousandth (1/10,000) of a Preferred Share)share, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, the holder of a Preferred Share shall be entitled to receive 10,000 100 times the amount received per Common Share. The rights of the Preferred Shares as to dividends, voting and liquidation preferences are protected by antidilution provisions. It is anticipated that the value of one one-ten thousandth (1/10,000) hundredth of a Preferred Share should approximate not less than the value of one Common Share.

Right to Purchase Preferred Shares. From and after the close of business on the Distribution Date, each Right (other than a Right that has become void) shall be exercisable to purchase one one-ten thousandth (1/10,000) hundredth of a share of Series A Junior Participating Cumulative Preferred Stock, par value $.001 .01 per share, of the Company (the "Preferred Shares"), at an exercise price of $35.00 95.00 (Ninety- five dollars) (the "Exercise Price"). Prior to the Distribution Date, the Company may substitute for all or any portion of the Preferred Shares that would otherwise be issuable upon exercise of the Rights, cash, assets or other securities having the same aggregate value as such Preferred Shares. The Preferred Shares are nonredeemable and, unless otherwise provided in connection with the creation of a subsequent series of preferred stock, are subordinate to any other series of the Company's preferred stock whether issued issue before or after the issuance of the Preferred Shares. The Preferred Shares may not be issued except upon exercise of Rights. The holder of a Preferred Share is entitled to receive when, as and if declared, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $.25 per share (a preferential annual dividend of $1.00 per annum) Preferred Share ($.01 per one one-hundredth of a Preferred Share); or (ii) subject cash and non-cash dividends in an amount equal to adjustment, 10,000 100 times the aggregate per share amount of all dividends or other distributions declared on the each Common Stock since the last quarterly dividend paymentShare. In the event of liquidation, no distribution shall be made to: (i) the holders of shares of stock ranking junior Preferred Shares shall be entitled to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received receive a liquidation payment in an amount equal to the greater of (A1) $10,000.00 1.00 per share Preferred Share ($1.00 .01 per one one-ten thousandth hundredth of a sharePreferred Share), plus an amount equal to all accrued and unpaid dividends and distributions thereon, whether or not declared, to on the date of such paymentPreferred Shares, or (B2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share of Common Stock to holders thereof; or (ii) the holders of shares of stock ranking on a parity with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitledShare. Each Preferred Share has one ten thousand (10,000) votes per share (one vote per one one-ten thousandth (1/10,000) of a Preferred Share)100 votes, voting together with the Common Shares. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, the holder of a Preferred Share shall be entitled to receive 10,000 100 times the amount received per Common Share. The rights of the Preferred Shares as to dividends, voting and liquidation preferences are protected by antidilution provisions. It is anticipated that the value of one one-ten thousandth (1/10,000) hundredth of a Preferred Share should approximate the value of one Common Share.