HOLDER, MAY BECOME NULL AND VOID.
(E)
WITH RESPECT TO SUCH CERTIFICATES CONTAINING THE FOREGOING LEGEND,
UNTIL THE EARLIER OF (I) THE DISTRIBUTION DATE OR (II) THE EXPIRATION DATE, THE
RIGHTS ASSOCIATED WITH THE SHARES OF VOTING STOCK REPRESENTED BY SUCH
CERTIFICATES SHALL BE EVIDENCED BY SUCH CERTIFICATES ALONE, AND THE SURRENDER
FOR TRANSFER OF ANY SUCH CERTIFICATE SHALL ALSO CONSTITUTE THE TRANSFER OF THE
RIGHTS ASSOCIATED WITH THE SHARES OF VOTING STOCK REPRESENTED THEREBY.
(F)
IN THE EVENT THAT THE COMPANY PURCHASES OR ACQUIRES ANY SHARES OF
VOTING STOCK AFTER THE DATE HEREOF BUT PRIOR TO THE DISTRIBUTION DATE, ANY
RIGHTS ASSOCIATED WITH SUCH SHARES OF VOTING STOCK SHALL BE DEEMED CANCELED AND
RETIRED SO THAT THE COMPANY SHALL NOT BE ENTITLED TO EXERCISE ANY RIGHTS
ASSOCIATED WITH THE SHARES OF VOTING STOCK WHICH ARE NO LONGER OUTSTANDING.
4.
FORM OF RIGHTS CERTIFICATES.
(A)
THE RIGHTS CERTIFICATES (AND THE FORMS OF ELECTION TO PURCHASE
APPLICABLE SHARES AND OF ASSIGNMENT TO BE PRINTED ON THE REVERSE THEREOF) SHALL
BE SUBSTANTIALLY IN THE FORM OF EXHIBIT A HERETO AND MAY HAVE SUCH MARKS OF
IDENTIFICATION OR DESIGNATION AND SUCH LEGENDS, SUMMARIES OR ENDORSEMENTS
PRINTED THEREON AS THE COMPANY MAY DEEM APPROPRIATE (BUT WHICH DO NOT AFFECT THE
RIGHTS, DUTIES OR RESPONSIBILITIES OF THE RIGHTS AGENT) AND AS ARE NOT
INCONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT, OR AS MAY BE REQUIRED TO
COMPLY WITH ANY APPLICABLE LAW OR WITH ANY RULE OR REGULATION MADE PURSUANT
THERETO OR WITH ANY RULE OR REGULATION OF ANY NATIONAL SECURITIES EXCHANGE, ON
WHICH THE RIGHTS MAY FROM TIME TO TIME BE LISTED OR INCLUDED, OR TO CONFORM TO
USAGE.
SUBJECT TO THE PROVISIONS OF SECTIONS 11 AND 22 HEREOF, THE RIGHTS
CERTIFICATES, WHENEVER DISTRIBUTED, SHALL BE DATED AS OF THE DATE HEREOF (OR IN
THE CASE OF RIGHTS ISSUED WITH RESPECT TO SHARES OF VOTING STOCK ISSUED BY THE
COMPANY AFTER THE DATE HEREOF, AS OF THE DATE OF ISSUANCE OF SUCH SHARES OF
VOTING STOCK) AND ON THEIR FACE SHALL ENTITLE THE HOLDERS THEREOF TO PURCHASE
SUCH NUMBER OF TENTHS OF AN APPLICABLE SHARE AS SHALL BE SET FORTH THEREIN AT
THE PRICE SET FORTH THEREIN (SUCH EXERCISE PRICE PER TENTH OF AN APPLICABLE
SHARE BEING HEREINAFTER
8
REFERRED TO AS THE "EXERCISE PRICE" AND THE AGGREGATE EXERCISE PRICE OF ALL
APPLICABLE SHARES ISSUABLE UPON EXERCISE OF ONE RIGHT BEING HEREINAFTER REFERRED
TO AS THE "TOTAL EXERCISE PRICE"), BUT THE NUMBER AND TYPE OF SECURITIES
PURCHASABLE UPON THE EXERCISE OF EACH RIGHT AND THE EXERCISE PRICE SHALL BE
SUBJECT TO ADJUSTMENT AS PROVIDED HEREIN.
(B)
ANY RIGHTS CERTIFICATE ISSUED PURSUANT TO SECTIONS 3(A) OR 22
HEREOF THAT REPRESENTS RIGHTS BENEFICIALLY OWNED BY: (I) AN ACQUIRING PERSON OR
ANY ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON; (II) A TRANSFEREE (WHETHER
DIRECT OR INDIRECT) OF AN ACQUIRING PERSON (OR OF ANY SUCH ASSOCIATE OR
AFFILIATE) WHO BECOMES A TRANSFEREE AFTER THE ACQUIRING PERSON BECOMES SUCH; OR
(III) A TRANSFEREE (WHETHER DIRECT OR INDIRECT) OF AN