IN AN AMOUNT EQUAL TO THE CURRENT VALUE (AS
HEREINAFTER DEFINED), IN LIEU OF ISSUING SHARES OF VOTING STOCK IN EXCHANGE
THEREFOR, OR (II) ISSUE DEBT OR EQUITY SECURITIES OR A COMBINATION THEREOF,
HAVING A VALUE EQUAL TO THE CURRENT VALUE, IN LIEU OF ISSUING SHARES OF VOTING
STOCK IN EXCHANGE FOR EACH SUCH RIGHT, WHERE THE VALUE OF SUCH SECURITIES SHALL
BE DETERMINED BY A NATIONALLY RECOGNIZED INVESTMENT BANKING FIRM SELECTED BY
MAJORITY VOTE OF THE BOARD, OR (III) DELIVER ANY COMBINATION OF CASH, PROPERTY,
SHARES OF VOTING STOCK AND/OR OTHER SECURITIES HAVING A VALUE EQUAL TO THE
CURRENT VALUE IN EXCHANGE FOR EACH RIGHT.
FOR PURPOSES OF THIS
SECTION 24(C) ONLY, THE CURRENT VALUE SHALL MEAN THE PRODUCT OF THE CURRENT PER
SHARE MARKET PRICE OF SHARES OF COMMON STOCK OR CLASS B STOCK, AS THE CASE MAY
BE, ON THE DATE OF THE OCCURRENCE OF THE EVENT DESCRIBED ABOVE IN SUBPARAGRAPH
(A), MULTIPLIED BY THE NUMBER OF TENTHS OF SHARES OF COMMON STOCK OR CLASS B
STOCK, AS THE CASE MAY BE, FOR WHICH THE RIGHT OTHERWISE WOULD BE EXCHANGEABLE
IF THERE WERE SUFFICIENT SHARES AVAILABLE.
TO THE EXTENT THAT THE COMPANY
DETERMINES THAT SOME ACTION NEED BE TAKEN PURSUANT TO CLAUSES (I), (II) OR
(III) OF THIS SECTION 24(C), THE BOARD MAY TEMPORARILY SUSPEND THE
EXERCISABILITY OF THE RIGHTS FOR A PERIOD OF UP TO SIXTY (60) DAYS FOLLOWING THE
DATE ON WHICH THE EVENT DESCRIBED IN SECTION 24(A) SHALL HAVE OCCURRED, IN ORDER
TO SEEK ANY AUTHORIZATION OF ADDITIONAL SHARES OF VOTING STOCK AND/OR TO DECIDE
THE APPROPRIATE FORM OF DISTRIBUTION TO BE MADE PURSUANT TO THE ABOVE PROVISION
AND TO DETERMINE THE VALUE THEREOF.
IN THE EVENT OF ANY
33
SUCH SUSPENSION, THE COMPANY SHALL ISSUE A PUBLIC ANNOUNCEMENT STATING THAT THE
EXERCISABILITY OF THE RIGHTS HAS BEEN TEMPORARILY SUSPENDED (WITH PROMPT WRITTEN
NOTICE THEREOF TO THE RIGHTS AGENT).
(D)
THE COMPANY SHALL NOT BE REQUIRED TO ISSUE
FRACTIONS OF SHARES OF VOTING STOCK OR TO DISTRIBUTE CERTIFICATES WHICH EVIDENCE
FRACTIONAL SHARES OF VOTING STOCK.
IN LIEU OF SUCH FRACTIONAL SHARES OF VOTING
STOCK, THERE SHALL BE PAID TO THE REGISTERED HOLDERS OF THE RIGHTS CERTIFICATES
WITH REGARD TO WHICH SUCH FRACTIONAL SHARES OF VOTING STOCK WOULD OTHERWISE BE
ISSUABLE, AN AMOUNT IN CASH EQUAL TO THE SAME FRACTION OF THE CURRENT MARKET
VALUE OF A WHOLE SHARE OF COMMON STOCK OR CLASS B STOCK, AS THE CASE MAY BE (AS
DETERMINED PURSUANT TO THE TERMS HEREOF).
(E)
THE COMPANY MAY, AT ITS OPTION, BY MAJORITY
VOTE OF THE BOARD, AT ANY TIME BEFORE ANY PERSON HAS BECOME AN ACQUIRING PERSON,
EXCHANGE ALL OR PART OF THE THEN OUTSTANDING RIGHTS FOR RIGHTS OF SUBSTANTIALLY
EQUIVALENT VALUE, AS DETERMINED REASONABLY AND WITH GOOD FAITH BY THE BOARD,
BASED UPON THE ADVICE OF ONE OR MORE NATIONALLY RECOGNIZED INVESTMENT BANKING
FIRMS.
(F)
IMMEDIATELY UPON THE ACTION OF THE BOARD
ORDERING THE EXCHANGE OF ANY RIGHTS PURSUANT TO SUBSECTION 24(E) OF THIS
SECTION 24 AND WITHOUT