ACQUIRING PERSON (OR OF
ANY SUCH ASSOCIATE OR AFFILIATE) WHO BECOMES A TRANSFEREE PRIOR TO OR
CONCURRENTLY WITH THE ACQUIRING PERSON BECOMING SUCH AND RECEIVES SUCH RIGHTS
PURSUANT TO EITHER (A) A TRANSFER (WHETHER OR NOT FOR CONSIDERATION) FROM THE
ACQUIRING PERSON TO HOLDERS OF EQUITY INTERESTS IN SUCH ACQUIRING PERSON OR TO
ANY PERSON WITH WHOM SUCH ACQUIRING PERSON HAS ANY CONTINUING AGREEMENT,
ARRANGEMENT OR UNDERSTANDING REGARDING THE TRANSFERRED RIGHTS OR (B) A TRANSFER
WHICH THE BOARD HAS DETERMINED IS PART OF A PLAN, ARRANGEMENT OR UNDERSTANDING
WHICH HAS AS A PRIMARY PURPOSE OR EFFECT AVOIDANCE OF SECTION 7(E) HEREOF, AND
ANY RIGHTS CERTIFICATE ISSUED PURSUANT TO SECTIONS 6 OR 11 HEREOF UPON TRANSFER,
EXCHANGE, REPLACEMENT OR ADJUSTMENT OF ANY OTHER RIGHTS CERTIFICATE REFERRED TO
IN THIS SENTENCE, SHALL CONTAIN, PROVIDED THAT THE COMPANY HAS NOTIFIED THE
RIGHTS AGENT IN WRITING THAT THIS SECTION 4(B) APPLIES, AND TO THE EXTENT
FEASIBLE, A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED
BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE
OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).
ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY
MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE
RIGHTS AGREEMENT.
5.
COUNTERSIGNATURE AND REGISTRATION.
(A)
THE RIGHTS CERTIFICATES SHALL BE EXECUTED ON BEHALF OF THE COMPANY
BY ITS CHAIRMAN OF THE BOARD, ITS CHIEF EXECUTIVE OFFICER, ITS CHIEF FINANCIAL
OFFICER, ITS PRESIDENT OR ANY VICE PRESIDENT, EITHER MANUALLY OR BY FACSIMILE
SIGNATURE, AND BY THE SECRETARY OR AN ASSISTANT SECRETARY OF THE COMPANY, EITHER
MANUALLY OR BY FACSIMILE SIGNATURE, AND SHALL HAVE AFFIXED THERETO THE COMPANY'S
SEAL (IF ANY) OR A FACSIMILE THEREOF.
THE RIGHTS CERTIFICATES SHALL BE
COUNTERSIGNED EITHER MANUALLY OR BY FACSIMILE SIGNATURE BY THE RIGHTS AGENT AND
SHALL NOT BE VALID FOR ANY PURPOSE UNLESS COUNTERSIGNED.
IN CASE ANY OFFICER OF
THE COMPANY WHO SHALL HAVE SIGNED ANY OF THE RIGHTS CERTIFICATES SHALL CEASE TO
BE SUCH OFFICER OF THE COMPANY BEFORE COUNTERSIGNATURE BY THE RIGHTS AGENT AND
ISSUANCE AND DELIVERY BY THE COMPANY, SUCH RIGHTS CERTIFICATES, NEVERTHELESS,
MAY BE COUNTERSIGNED BY THE RIGHTS AGENT AND ISSUED AND DELIVERED BY THE COMPANY
WITH THE SAME FORCE AND EFFECT AS THOUGH THE PERSON WHO SIGNED SUCH RIGHTS
CERTIFICATES ON BEHALF OF THE COMPANY HAD NOT CEASED TO BE SUCH OFFICER OF THE
COMPANY; AND ANY RIGHTS CERTIFICATE MAY BE SIGNED ON BEHALF OF THE COMPANY BY
ANY PERSON WHO, AT THE ACTUAL DATE OF THE EXECUTION OF SUCH RIGHTS CERTIFICATE,
SHALL BE A PROPER OFFICER OF THE COMPANY TO SIGN SUCH RIGHTS CERTIFICATE,
ALTHOUGH AT THE DATE OF THE EXECUTION OF THIS AGREEMENT ANY SUCH PERSON WAS NOT
SUCH AN OFFICER.
9
(B)
FOLLOWING THE DISTRIBUTION DATE, RECEIPT BY THE RIGHTS AGENT OF
NOTICE TO THAT EFFECT FROM THE COMPANY AND ALL OTHER RELEVANT INFORMATION
REFERRED TO IN SECTION 3(A), THE RIGHTS AGENT