WITH THE METHOD SET FORTH IN THE DEFINITION OF CURRENT PER SHARE
MARKET PRICE).
(C)
THE HOLDER OF A RIGHT BY THE ACCEPTANCE OF THE RIGHT EXPRESSLY
WAIVES HIS OR HER RIGHT TO RECEIVE ANY FRACTIONAL RIGHTS OR ANY FRACTIONAL
SHARES (OTHER THAN FRACTIONS THAT ARE INTEGRAL MULTIPLES OF ONE TENTH OF AN
APPLICABLE SHARE) UPON EXERCISE OF A RIGHT.
(D)
WHENEVER A PAYMENT FOR FRACTIONAL RIGHTS OR FRACTIONAL SHARES IS
TO BE MADE BY THE RIGHTS AGENT, THE COMPANY SHALL (I) PROMPTLY PREPARE AND
DELIVER TO THE RIGHTS AGENT A CERTIFICATE SETTING FORTH IN REASONABLE DETAIL THE
FACTS RELATED TO SUCH PAYMENTS AND THE PRICES AND/OR FORMULAS UTILIZED IN
CALCULATING SUCH PAYMENTS, AND (II) PROVIDE SUFFICIENT MONIES TO THE RIGHTS
AGENT IN THE FORM OF FULLY COLLECTED FUNDS TO MAKE SUCH PAYMENTS.
THE RIGHTS
AGENT SHALL BE FULLY PROTECTED IN RELYING UPON SUCH A CERTIFICATE AND SHALL HAVE
NO DUTY WITH RESPECT TO, AND SHALL NOT BE DEEMED TO HAVE KNOWLEDGE OF ANY
PAYMENT FOR FRACTIONAL RIGHTS OR FRACTIONAL SHARES UNDER ANY SECTION OF THIS
AGREEMENT RELATING TO THE PAYMENT OF FRACTIONAL RIGHTS OR
25
FRACTIONAL SHARES UNLESS AND UNTIL THE RIGHTS AGENT SHALL HAVE RECEIVED SUCH A
CERTIFICATE AND SUFFICIENT MONIES.
15.
RIGHTS OF ACTION.
ALL RIGHTS OF ACTION IN RESPECT OF THIS
AGREEMENT, EXCEPTING THE RIGHTS OF ACTION GIVEN TO THE RIGHTS AGENT UNDER
SECTIONS 18 AND 20 HEREOF, ARE VESTED IN THE RESPECTIVE REGISTERED HOLDERS OF
THE RIGHTS CERTIFICATES (AND, PRIOR TO THE DISTRIBUTION DATE, THE REGISTERED
HOLDERS OF THE SHARES OF VOTING STOCK); AND ANY REGISTERED HOLDER OF ANY RIGHTS
CERTIFICATE (OR, PRIOR TO THE DISTRIBUTION DATE, OF THE SHARES OF VOTING STOCK),
WITHOUT THE CONSENT OF THE RIGHTS AGENT OR OF THE HOLDER OF ANY OTHER RIGHTS
CERTIFICATE (OR, PRIOR TO THE DISTRIBUTION DATE, OF THE SHARES OF VOTING STOCK),
MAY, IN HIS OR HER OWN BEHALF AND FOR HIS OR HER OWN BENEFIT, ENFORCE, AND MAY
INSTITUTE AND MAINTAIN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY TO
ENFORCE, OR OTHERWISE ACT IN RESPECT OF, HIS OR HER RIGHT TO EXERCISE THE RIGHTS
EVIDENCED BY SUCH RIGHTS CERTIFICATE IN THE MANNER PROVIDED IN SUCH RIGHTS
CERTIFICATE AND IN THIS AGREEMENT.
WITHOUT LIMITING THE FOREGOING OR ANY
REMEDIES AVAILABLE TO THE HOLDERS OF RIGHTS, IT IS SPECIFICALLY ACKNOWLEDGED
THAT THE HOLDERS OF RIGHTS WOULD NOT HAVE AN ADEQUATE REMEDY AT LAW FOR ANY
BREACH OF THIS AGREEMENT AND WILL BE ENTITLED TO SPECIFIC PERFORMANCE OF THE
OBLIGATIONS UNDER, AND INJUNCTIVE RELIEF AGAINST ACTUAL OR THREATENED VIOLATIONS
OF, THE OBLIGATIONS OF ANY PERSON SUBJECT TO THIS AGREEMENT.
NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER THE COMPANY NOR THE RIGHTS
AGENT SHALL HAVE ANY LIABILITY TO ANY HOLDER OF A RIGHT OR OTHER PERSON AS A
RESULT OF ITS INABILITY TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT
BY REASON OF ANY PRELIMINARY OR PERMANENT INJUNCTION OR OTHER ORDER, JUDGMENT,
DECREE OR RULING (WHETHER INTERLOCUTORY OR FINAL) ISSUED BY A COURT OR