mail such certificate shall not affect the validity of any such adjustment. The Rights Agent shall be
fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, any adjustment or any such event unless
and until it shall have received such a certificate.
(a) In the event that any Person shall become an Acquiring Person and, directly or
indirectly, (x)
the Company shall consolidate with, or merge with and into, any other Person (other than a wholly owned Subsidiary of
the Company in a transaction that complies with
Section 11(o) hereof), and
the Company shall not be
the continuing or surviving corporation of such consolidation or merger, (y) any Person (other than a wholly owned Subsidiary of
the Company in a transaction that complies with
Section 11(o) hereof) shall consolidate with, or merge
with or into,
the Company, and
the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be
changed into or exchanged for stock or other securities of any other Person (or
the Company) or cash or any other property, or (z)
the Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise
transfer), in one transaction or a series of related transactions, assets, cash flow or earning power aggregating more than 50% of the assets (measured by book value), cash flow or earning power of
the Company and its
Subsidiaries (taken as a
whole) to any Person or Persons (other than
the Company or any wholly owned Subsidiary of
the Company in one or more transactions each of which complies with
Section 11(o) hereof), then, and in each such case, proper provision shall be
made so that: (i) each holder of a Right, except as provided in
Section 7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this
Agreement, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of
first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of shares of Common Stock for which a Right is exercisable immediately prior to the first
occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such shares for which a Right was exercisable immediately prior to the first
occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence of a Section 11(a)(ii) Event), and (2) dividing that product (which, following the first occurrence of a Section 13 Event,
shall be referred to as the
“Purchase Price” for each Right and for all purposes of this Agreement) by 50% of the Current Market Price (determined pursuant to
Section 11(d) hereof) per share of the Common Stock of such Principal Party
on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of
the Company pursuant to this Agreement;
(iii) the term
“Company” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of
Section 11 hereof shall apply only to such Principal Party following the first occurrence of a
Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be
necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of
Section
11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.
(i) in the case of any transaction described in
clause (x) or
(y) of the
first sentence of
Section 13(a) hereof: (A) the Person that is the issuer of any securities into which shares of Common Stock of
the Company are converted in such merger or consolidation, or, if there is more than one such issuer, the
issuer whose shares of Common Stock have the greatest aggregate market value of shares outstanding, and (B) if no securities are so issued, (1) the Person that is the other party to such merger, if such Person survives said merger, or, if there
is more than one such Person, the Person the shares of Common Stock of which have the greatest aggregate