CHARGES HAVE BEEN PAID.
(B)
UPON RECEIPT BY THE COMPANY AND THE RIGHTS AGENT OF EVIDENCE
REASONABLY SATISFACTORY TO THEM OF THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF
A RIGHTS CERTIFICATE, AND, IN CASE OF LOSS, THEFT OR DESTRUCTION, OF INDEMNITY
OR SECURITY SATISFACTORY TO THEM, AND, AT THE COMPANY'S REQUEST, REIMBURSEMENT
TO THE COMPANY AND THE RIGHTS AGENT OF ALL REASONABLE EXPENSES INCIDENTAL
THERETO, AND UPON SURRENDER TO THE RIGHTS AGENT AND CANCELLATION OF THE RIGHTS
CERTIFICATE IF MUTILATED, THE COMPANY WILL MAKE AND DELIVER A NEW RIGHTS
CERTIFICATE OF
10
LIKE TENOR TO THE RIGHTS AGENT FOR COUNTERSIGNATURE AND DELIVERY TO THE
REGISTERED HOLDER IN LIEU OF THE RIGHTS CERTIFICATE SO LOST, STOLEN, DESTROYED
OR MUTILATED.
7.
EXERCISE OF RIGHTS; EXERCISE PRICE;
EXPIRATION DATE OF RIGHTS.
(A)
SUBJECT TO SECTIONS 7(E), 23(B) AND
24(B) HEREOF, THE REGISTERED HOLDER OF ANY RIGHTS CERTIFICATE MAY EXERCISE THE
RIGHTS EVIDENCED THEREBY (EXCEPT AS OTHERWISE PROVIDED HEREIN) IN WHOLE OR IN
PART AT ANY TIME AFTER THE DISTRIBUTION DATE AND PRIOR TO THE CLOSE OF BUSINESS
ON THE EXPIRATION DATE BY SURRENDER OF THE RIGHTS CERTIFICATE, WITH THE FORM OF
ELECTION TO PURCHASE ON THE REVERSE SIDE THEREOF PROPERLY COMPLETED AND DULY
EXECUTED, TO THE RIGHTS AGENT AT THE OFFICE OF THE RIGHTS AGENT DESIGNATED FOR
SUCH PURPOSE, TOGETHER WITH PAYMENT OF THE EXERCISE PRICE FOR EACH TENTH OF AN
APPLICABLE SHARE (OR, FOLLOWING A TRIGGERING EVENT, OTHER SECURITIES, CASH OR
OTHER ASSETS AS THE CASE MAY BE) AS TO WHICH THE RIGHTS ARE EXERCISED, AND AN
AMOUNT EQUAL TO ANY TAX OR CHARGE REQUIRED TO BE PAID UNDER SECTION 9(E) HEREOF,
BY CERTIFIED CHECK, CASHIER'S CHECK, BANK DRAFT OR MONEY ORDER PAYABLE TO THE
ORDER OF THE COMPANY.
EXCEPT FOR THOSE PROVISIONS HEREIN WHICH EXPRESSLY
SURVIVE THE TERMINATION OF THIS AGREEMENT, THIS AGREEMENT SHALL TERMINATE AT
SUCH TIME AS THE RIGHTS ARE NO LONGER EXERCISABLE.
(B)
THE EXERCISE PRICE FOR EACH TENTH OF AN
APPLICABLE SHARE ISSUABLE PURSUANT TO THE EXERCISE OF A RIGHT SHALL INITIALLY BE
ONE-HUNDRED DOLLARS ($100), SHALL BE SUBJECT TO ADJUSTMENT FROM TIME TO TIME AS
PROVIDED IN SECTIONS 11 AND 13 HEREOF AND SHALL BE PAYABLE IN LAWFUL MONEY OF
THE UNITED STATES OF AMERICA IN ACCORDANCE WITH PARAGRAPH (C) BELOW.
(C)
UPON RECEIPT OF A RIGHTS CERTIFICATE
REPRESENTING EXERCISABLE RIGHTS, WITH THE FORM OF ELECTION TO PURCHASE PROPERLY
COMPLETED AND THE CERTIFICATE DULY EXECUTED, ACCOMPANIED BY PAYMENT OF THE
EXERCISE PRICE FOR THE NUMBER OF TENTHS OF AN APPLICABLE SHARE (OR, FOLLOWING A
TRIGGERING EVENT, OTHER SECURITIES, CASH OR OTHER ASSETS AS THE CASE MAY BE) TO
BE PURCHASED AND AN AMOUNT EQUAL TO ANY APPLICABLE TAX REQUIRED TO BE PAID BY
THE HOLDER OF SUCH RIGHTS CERTIFICATE IN ACCORDANCE WITH SECTION 9(E) HEREOF,
THE RIGHTS AGENT SHALL, SUBJECT TO SECTION 20(K) HEREOF, THEREUPON PROMPTLY
(I) (A) REQUISITION FROM ANY TRANSFER AGENT OF THE APPLICABLE SHARES (OR MAKE
AVAILABLE, IF THE RIGHTS AGENT IS THE TRANSFER AGENT FOR THE APPLICABLE SHARES)
A CERTIFICATE OR