such other
Person or, if such other Person is a Subsidiary of another Person, the Person or
Persons which ultimately control such first-mentioned Person.
"Voting Stock Equivalents" shall have the meaning set forth in
Section 11(a)(iii) hereof.
2.
APPOINTMENT OF RIGHTS AGENT.
THE COMPANY HEREBY APPOINTS THE
RIGHTS AGENT TO ACT AS RIGHTS AGENT FOR THE COMPANY IN ACCORDANCE WITH THE
EXPRESS TERMS AND CONDITIONS HEREOF (AND NO IMPLIED TERMS OR CONDITIONS), AND
THE RIGHTS AGENT HEREBY ACCEPTS SUCH APPOINTMENT.
THE COMPANY MAY FROM TIME TO
TIME APPOINT SUCH CO-RIGHTS AGENTS AS IT MAY
6
DEEM NECESSARY OR DESIRABLE.
THE RIGHTS AGENT SHALL HAVE NO DUTY TO SUPERVISE,
AND IN NO EVENT SHALL BE LIABLE FOR, THE ACTS OR OMISSIONS OF ANY SUCH CO-RIGHTS
AGENT.
3.
ISSUANCE OF RIGHTS CERTIFICATES.
(A)
UNTIL THE DISTRIBUTION DATE, (I) THE RIGHTS WILL BE EVIDENCED
(SUBJECT TO THE PROVISIONS OF SECTIONS 3(B) AND 3(C) HEREOF) BY THE CERTIFICATES
FOR SHARES OF VOTING STOCK REGISTERED IN THE NAMES OF THE HOLDERS THEREOF (WHICH
CERTIFICATES SHALL ALSO BE DEEMED TO BE RIGHTS CERTIFICATES) AND NOT BY SEPARATE
RIGHTS CERTIFICATES AND (II) THE RIGHT TO RECEIVE RIGHTS CERTIFICATES WILL BE
TRANSFERABLE BY, AND ONLY IN CONNECTION WITH THE TRANSFER OF SHARES OF VOTING
STOCK.
UNTIL THE EARLIER OF THE DISTRIBUTION DATE OR THE EXPIRATION DATE, THE
SURRENDER FOR TRANSFER OF CERTIFICATES FOR SHARES OF VOTING STOCK SHALL ALSO
CONSTITUTE THE SURRENDER FOR TRANSFER OF THE RIGHTS ASSOCIATED WITH THE SHARES
OF VOTING STOCK REPRESENTED THEREBY.
AS SOON AS PRACTICABLE AFTER THE
DISTRIBUTION DATE, THE COMPANY WILL PREPARE AND EXECUTE, THE RIGHTS AGENT WILL
COUNTERSIGN, AND THE COMPANY WILL SEND OR CAUSE TO BE SENT (AND THE RIGHTS AGENT
WILL, IF REQUESTED AND PROVIDED WITH ALL NECESSARY INFORMATION, SEND) BY
FIRST-CLASS, POSTAGE-PREPAID MAIL, TO EACH RECORD HOLDER OF SHARES OF VOTING
STOCK AS OF THE CLOSE OF BUSINESS ON THE DISTRIBUTION DATE, AT THE ADDRESS OF
SUCH HOLDER SHOWN ON THE RECORDS OF THE COMPANY OR THE TRANSFER AGENT OR
REGISTRAR FOR THE VOTING STOCK, A RIGHTS CERTIFICATE EVIDENCING ONE RIGHT FOR
EACH SHARE OF VOTING STOCK SO HELD, SUBJECT TO ADJUSTMENT AS PROVIDED HEREIN.
IN THE EVENT THAT AN ADJUSTMENT IN THE NUMBER OF RIGHTS PER SHARE OF VOTING
STOCK HAS BEEN MADE PURSUANT TO SECTION 11 HEREOF, THEN AT THE TIME OF
DISTRIBUTION OF THE RIGHTS CERTIFICATES, THE COMPANY SHALL MAKE THE NECESSARY
AND APPROPRIATE ROUNDING ADJUSTMENTS (IN ACCORDANCE WITH SECTION 14(A) HEREOF)
SO THAT RIGHTS CERTIFICATES REPRESENTING ONLY WHOLE NUMBERS OF RIGHTS ARE
DISTRIBUTED AND CASH IS PAID IN LIEU OF ANY FRACTIONAL RIGHTS.
AS OF AND AFTER
THE DISTRIBUTION DATE, THE RIGHTS WILL BE EVIDENCED SOLELY BY SUCH RIGHTS
CERTIFICATES AND MAY BE TRANSFERRED BY THE TRANSFER OF THE RIGHTS CERTIFICATES
AS PERMITTED HEREBY, SEPARATELY AND APART FROM ANY TRANSFER OF SHARES OF VOTING
STOCK, AND THE HOLDERS OF SUCH RIGHTS CERTIFICATES AS LISTED IN THE RECORDS OF
THE COMPANY OR ANY TRANSFER AGENT OR REGISTRAR FOR THE RIGHTS SHALL BE THE
RECORD