Common use of Supplement and Amendments Clause in Contracts

Supplement and Amendments. Prior to the Distribution Date and subject to the penultimate sentence of this SECTION 26, the Company and the Rights Agent will, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date and subject to the penultimate sentence of this SECTION 26, the Company and the Rights Agent will, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained in this Agreement that may be defective or inconsistent with any other provision in this Agreement, (iii) to shorten or lengthen any time period under this Agreement (which lengthening or shortening, following the first occurrence of an event set forth in CLAUSES (i) and (ii) of the first proviso to SECTION 23(a), will be effective only if there are at least two Continuing Directors and will require the concurrence of a Requisite Majority), or (iv) to change or supplement the provisions under this Agreement in any manner that the Company may deem necessary or desirable and that will not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to CLAUSE (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing, or clarifying the rights of, or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company that states that the proposed supplement or amendment is in compliance with the terms of this SECTION 26, the Rights Agent will execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary after the occurrence of a Distribution Date, no supplement or amendment will be made that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights will be deemed coincident with the interests of the holders of Common Stock.

Supplement and Amendments. Prior At any time prior to the --------------------------- Distribution Date and subject to the penultimate last sentence of this SECTION 26Section 27, the ---------- Company may by action of its Board of Directors, and the Rights Agent will, shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 ---------- or any provision of the Certificate of Designations) in any manner without the approval of any holders holder of certificates representing shares of Common Stockthe Rights. From and after the Distribution Date and subject to the penultimate sentence of this SECTION 26applicable law, the Company may by action of its Board of Directors, and the Rights Agent will, shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained in this Agreement that which may be defective or inconsistent with any other provision in this Agreement, (iii) to shorten or lengthen any time period under of this Agreement (which lengthening or shortening, following the first occurrence of an event set forth in CLAUSES (i) and (ii) of the first proviso to SECTION 23(a), will be effective only if there are at least two Continuing Directors and will require the concurrence of a Requisite Majority), make any other provisions in regard to matters or (iv) to change or supplement the provisions under this Agreement in any manner that questions arising hereunder which the Company may deem necessary or desirable and that will which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or an Adverse Person or an any Affiliate or Associate of an Acquiring Person or an Adverse Person); provided, however, this Agreement may not . Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be supplemented or amended to lengthen, pursuant to CLAUSE (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period null and void unless such lengthening is for supplement or amendment could have been adopted under the purpose of protecting, enhancing, or clarifying preceding sentence from and after the rights of, or the benefits to, the holders of RightsDistribution Date. Upon the delivery of a certificate from an appropriate officer of the Company that which states that the proposed supplement or amendment is in compliance with the terms of this SECTION 26Section 27, the Rights Agent will shall execute ---------- such supplement or amendment. Notwithstanding anything contained in this Agreement to ; provided, however, that the contrary after the occurrence of a Distribution DateRights Agent may, no but shall not be obligated to, enter into any such supplement or amendment will be made that changes the Redemption Pricewhich affects its own rights, the Final Expiration Date, the Purchase Price duties or the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisableimmunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights will shall be deemed coincident with the interests of the holders of the Common StockStock of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.

Supplement and Amendments. Prior to the Distribution Date and subject to the penultimate sentence of this SECTION 26, the Company and the Rights Agent will, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date and subject to the penultimate sentence of this SECTION 26, the Company and the Rights Agent will, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained in this Agreement that may be defective or inconsistent with any other provision in this Agreement, (iii) to shorten or lengthen any time period under this Agreement (which lengthening or shortening, following the first occurrence of an event set forth in CLAUSES (i) and (ii) of the first proviso to SECTION 23(a), will be effective only if there are at least two Continuing Directors and will require the concurrence of a Requisite Majority)Agreement, or (iv) to change or supplement the provisions under this Agreement in any manner that the Company may deem necessary or desirable and that will not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to CLAUSE (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing, or clarifying the rights of, or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company that states that the proposed supplement or amendment is in compliance with the terms of this SECTION 26, the Rights Agent will execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary after the occurrence of a Distribution Date, no supplement or amendment will be made that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-thousandths hundredths of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights will be deemed coincident with the interests of the holders of Common Stock. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent.

Supplement and Amendments. Prior to the Distribution Date and subject to the penultimate sentence of this SECTION 26, the Company and the Rights Agent will, if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of certificates representing shares of Common Stock. From and after the Distribution Date and subject to the penultimate sentence of this SECTION 26, the Company and the Rights Agent will, if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained in this Agreement that may be defective or inconsistent with any other provision in this Agreement, (iii) to shorten or lengthen any time period under this Agreement (which lengthening or shortening, following the first occurrence of an event set forth in CLAUSES (i) and (ii) of the first proviso to SECTION 23(a), will be effective only if there are at least two Continuing Directors and will require the concurrence of a Requisite Majority)Agreement, or (iv) to change or supplement the provisions under this Agreement in any manner that the Company may deem necessary or desirable and that will not adversely affect the interests of the holders of Rights Certificates (other than an Acquiring Person or an Adverse Person or an Affiliate or Associate of an Acquiring Person or an Adverse Person); provided, however, this Agreement may not be supplemented or amended to lengthen, pursuant to CLAUSE (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing, or clarifying the rights of, or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company that states that the proposed supplement or amendment is in compliance with the terms of this SECTION 26, the Rights Agent will execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary after the occurrence of a Distribution Date, no supplement or amendment will be made that changes the Redemption Price, the Final Expiration Date, the Purchase Price or the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisable. Prior to the Distribution Date, the interests of the holders of Rights will be deemed coincident with the interests of the holders of Common Stock.

Supplement and Amendments. Prior At any time prior to the Distribution Date and subject to the penultimate last sentence of this SECTION 26Section 27, the Company may by action of its Board of Directors, and the Rights Agent will, shall if the Company so directs, supplement or amend any provision of this Agreement (including, without limitation, the date upon which the Distribution Date shall occur, the time during which the Rights may be redeemed pursuant to Section 23 or any provision of the Certificate of Designations) in any manner without the approval of any holders holder of certificates representing shares of Common Stockthe Rights. From and after the Distribution Date and subject to the penultimate sentence of this SECTION 26applicable law, the Company may by action of its Board of Directors, and the Rights Agent will, shall if the Company so directs, from time to time supplement or amend this Agreement without the approval of any holders of Rights Right Certificates in order (i) to cure any ambiguity, (ii) ambiguity or to correct or supplement any provision contained in this Agreement that which may be defective or inconsistent with any other provision in this Agreement, (iii) to shorten or lengthen any time period under of this Agreement (which lengthening or shortening, following the first occurrence of an event set forth in CLAUSES (i) and (ii) of the first proviso to SECTION 23(a), will be effective only if there are at least two Continuing Directors and will require the concurrence of a Requisite Majority), make any other provisions in regard to matters or (iv) to change or supplement the provisions under this Agreement in any manner that questions arising hereunder which the Company may deem necessary or desirable and that will which shall not adversely affect the interests of the holders of the Rights or Right Certificates (other than an Acquiring Person or an Adverse Person or an any Affiliate or Associate of an Acquiring Person or an Adverse Person); provided, however, this Agreement may not . Any supplement or amendment adopted during any period after any Person has become an Acquiring Person but prior to the Distribution Date shall be supplemented or amended to lengthen, pursuant to CLAUSE (iii) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable, or (B) any other time period null and void unless such lengthening is for supplement or amendment could have been adopted under the purpose of protecting, enhancing, or clarifying preceding sentence from and after the rights of, or the benefits to, the holders of RightsDistribution Date. Upon the delivery of a certificate from an appropriate officer of the Company that which states that the proposed supplement or amendment is in compliance with the terms of this SECTION 26Section 27, the Rights Agent will shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to ; provided, however, that the contrary after the occurrence of a Distribution DateRights Agent may, no but shall not be obligated to, enter into any such supplement or amendment will be made that changes the Redemption Pricewhich affects its own rights, the Final Expiration Date, the Purchase Price duties or the number of one one-thousandths of a share of Preferred Stock for which a Right is exercisableimmunities under this Agreement. Prior to the Distribution Date, the interests of the holders of Rights will shall be deemed coincident with the interests of the holders of the Common StockStock of the Company. In addition, notwithstanding anything to the contrary contained in this Agreement, no supplement or amendment to this Agreement shall be made which (i) reduces the Redemption Price (except as required hereunder by appropriate adjustment to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement) or (ii) provides for an earlier Final Expiration Date.