BY A
GOVERNMENTAL, REGULATORY, SELF-REGULATORY OR ADMINISTRATIVE AGENCY OR
COMMISSION, OR ANY STATUTE, RULE, REGULATION OR EXECUTIVE ORDER PROMULGATED OR
ENACTED BY ANY GOVERNMENTAL AUTHORITY, PROHIBITING OR OTHERWISE RESTRAINING
PERFORMANCE OF SUCH OBLIGATION; PROVIDED, HOWEVER, THAT THE COMPANY MUST USE ALL
REASONABLE EFFORTS TO HAVE ANY SUCH INJUNCTION, ORDER, JUDGMENT, DECREE OR
RULING LIFTED OR OTHERWISE OVERTURNED AS SOON AS POSSIBLE.
16.
AGREEMENT OF RIGHTS HOLDERS.
EVERY HOLDER OF A RIGHT, BY
ACCEPTING THE SAME, CONSENTS AND AGREES WITH THE COMPANY AND THE RIGHTS AGENT
AND WITH EVERY OTHER HOLDER OF A RIGHT THAT:
(A)
PRIOR TO THE DISTRIBUTION DATE, THE RIGHTS WILL BE TRANSFERABLE
ONLY IN CONNECTION WITH THE TRANSFER OF THE SHARES OF VOTING STOCK;
(B)
AFTER THE DISTRIBUTION DATE, THE RIGHTS CERTIFICATES ARE
TRANSFERABLE ONLY ON THE REGISTRY BOOKS OF THE RIGHTS AGENT IF SURRENDERED AT
THE OFFICE OR OFFICES OF THE RIGHTS AGENT DESIGNATED FOR SUCH PURPOSES, DULY
ENDORSED OR ACCOMPANIED BY A PROPER INSTRUMENT OF TRANSFER AND WITH THE
APPROPRIATE FORMS AND CERTIFICATES PROPERLY COMPLETED AND DULY EXECUTED;
(C)
THE COMPANY AND THE RIGHTS AGENT MAY DEEM AND TREAT THE PERSON IN
WHOSE NAME THE RIGHTS CERTIFICATE (OR, PRIOR TO THE DISTRIBUTION DATE, THE
ASSOCIATED VOTING STOCK CERTIFICATE) IS REGISTERED AS THE ABSOLUTE OWNER THEREOF
AND OF THE RIGHTS EVIDENCED THEREBY (NOTWITHSTANDING ANY NOTATIONS OF OWNERSHIP
OR WRITING ON THE RIGHTS CERTIFICATES OR THE ASSOCIATED VOTING STOCK CERTIFICATE
MADE BY ANYONE OTHER THAN THE COMPANY OR THE RIGHTS
26
AGENT) FOR ALL PURPOSES WHATSOEVER, AND NEITHER THE COMPANY NOR THE RIGHTS AGENT
SHALL BE AFFECTED BY ANY NOTICE TO THE CONTRARY;
(D)
THIS AGREEMENT MAY BE SUPPLEMENTED OR AMENDED FROM TIME TO TIME IN
ACCORDANCE WITH ITS TERMS; AND
(E)
THE POWER AND AUTHORITY DELEGATED TO THE BOARD PURSUANT TO THIS
AGREEMENT SHALL BE EXCLUSIVE AND SHALL BE AS SET FORTH IN SECTION 29.
17.
RIGHTS CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER.
NO HOLDER, AS
SUCH, OF ANY RIGHTS CERTIFICATE SHALL BE ENTITLED TO VOTE, RECEIVE DIVIDENDS OR
BE DEEMED FOR ANY PURPOSE TO BE THE HOLDER OF THE APPLICABLE SHARES OR ANY OTHER
SECURITIES OF THE COMPANY WHICH MAY AT ANY TIME BE ISSUABLE ON THE EXERCISE OF
THE RIGHTS REPRESENTED THEREBY, NOR SHALL ANYTHING CONTAINED HEREIN OR IN ANY
RIGHTS CERTIFICATE BE CONSTRUED TO CONFER UPON THE HOLDER OF ANY RIGHTS
CERTIFICATE, AS SUCH, ANY OF THE RIGHTS OF A SHAREHOLDER OF THE COMPANY OR ANY
RIGHT TO VOTE FOR THE ELECTION OF DIRECTORS OR UPON ANY MATTER SUBMITTED TO
SHAREHOLDERS AT ANY MEETING THEREOF, OR TO GIVE OR WITHHOLD CONSENT TO ANY
CORPORATE ACTION, OR TO RECEIVE NOTICE OF MEETINGS OR OTHER ACTIONS AFFECTING
SHAREHOLDERS (EXCEPT AS PROVIDED IN SECTION 25 HEREOF), OR TO RECEIVE DIVIDENDS
OR SUBSCRIPTION RIGHTS, OR OTHERWISE, UNTIL THE RIGHT OR RIGHTS EVIDENCED BY
SUCH RIGHTS CERTIFICATE SHALL HAVE BEEN EXERCISED IN ACCORDANCE WITH THE
PROVISIONS HEREOF.
18.
THE RIGHTS AGENT.
(A)
THE COMPANY AGREES TO PAY TO THE RIGHTS AGENT REASONABLE
COMPENSATION FOR ALL SERVICES RENDERED