PERSON OR AN 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 (A "POST-EVENT TRANSFEREE"),
(III) A TRANSFEREE (WHETHER DIRECT OR INDIRECT) OF AN ACQUIRING PERSON (OR OF
ANY SUCH ASSOCIATE OR AFFILIATE) WHO BECOMES A TRANSFEREE PRIOR TO OR
CONCURRENTLY WITH THE ACQUIRING PERSON BECOMING SUCH AND RECEIVES SUCH RIGHTS
PURSUANT TO EITHER (A) A TRANSFER (WHETHER OR NOT FOR CONSIDERATION) FROM THE
ACQUIRING PERSON TO HOLDERS OF EQUITY INTERESTS IN SUCH ACQUIRING PERSON OR TO
ANY PERSON WITH WHOM THE ACQUIRING PERSON HAS ANY CONTINUING AGREEMENT,
ARRANGEMENT OR UNDERSTANDING REGARDING THE TRANSFERRED RIGHTS OR (B) A TRANSFER
WHICH THE BOARD HAS DETERMINED IS PART OF A PLAN, ARRANGEMENT OR UNDERSTANDING
WHICH HAS AS A PRIMARY PURPOSE OR EFFECT THE AVOIDANCE OF THIS SECTION 7(E) (A
"PRE-EVENT TRANSFEREE") OR (IV) ANY SUBSEQUENT TRANSFEREE (WHETHER DIRECT OR
INDIRECT) OF AN ACQUIRING PERSON RECEIVING TRANSFERRED RIGHTS FROM A POST-EVENT
TRANSFEREE OR A PRE-EVENT TRANSFEREE, EITHER DIRECTLY OR THROUGH ONE OR MORE
INTERMEDIATE TRANSFEREES, SHALL BECOME NULL AND VOID WITHOUT ANY FURTHER ACTION
AND NO HOLDER OF SUCH RIGHTS SHALL HAVE ANY RIGHTS WHATSOEVER WITH RESPECT TO
SUCH RIGHTS, WHETHER UNDER ANY PROVISION OF THIS AGREEMENT OR OTHERWISE.
THE
COMPANY SHALL USE ALL REASONABLE EFFORTS TO ENSURE THAT THE PROVISIONS OF THIS
SECTION 7(E) AND SECTION 4(B) HEREOF ARE COMPLIED WITH, BUT NEITHER THE COMPANY
NOR THE RIGHTS AGENT SHALL HAVE ANY LIABILITY TO ANY HOLDER OF RIGHTS
CERTIFICATES OR TO ANY OTHER PERSON AS A RESULT OF THE COMPANY'S FAILURE TO MAKE
ANY DETERMINATIONS WITH RESPECT TO AN ACQUIRING PERSON OR ANY OF SUCH ACQUIRING
PERSON'S AFFILIATES, ASSOCIATES OR TRANSFEREES (WHETHER DIRECT OR INDIRECT)
HEREUNDER.
(F)
NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, NEITHER THE RIGHTS AGENT NOR THE COMPANY SHALL BE
OBLIGATED TO UNDERTAKE ANY ACTION WITH RESPECT TO A REGISTERED HOLDER UPON THE
OCCURRENCE OF ANY PURPORTED EXERCISE AS SET FORTH IN THIS SECTION 7 UNLESS SUCH
REGISTERED HOLDER SHALL, IN ADDITION TO HAVING COMPLIED WITH THE REQUIREMENTS OF
SECTION 7(A), HAVE (I) PROPERLY COMPLETED AND SIGNED THE CERTIFICATE CONTAINED
IN THE FORM OF ELECTION TO PURCHASE SET FORTH ON THE REVERSE SIDE OF THE RIGHTS
CERTIFICATE SURRENDERED FOR SUCH
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EXERCISE AND (II) PROVIDED SUCH ADDITIONAL EVIDENCE OF THE IDENTITY OF THE
BENEFICIAL OWNER (OR FORMER BENEFICIAL OWNER) OR AFFILIATES OR ASSOCIATES
THEREOF AS THE COMPANY OR THE RIGHTS AGENT SHALL REASONABLY REQUEST.
8.
CANCELLATION AND DESTRUCTION OF RIGHTS
CERTIFICATES.
ALL RIGHTS CERTIFICATES SURRENDERED FOR THE PURPOSE OF EXERCISE,
TRANSFER, SPLIT UP, COMBINATION OR EXCHANGE SHALL, IF SURRENDERED TO THE COMPANY
OR TO ANY OF ITS AGENTS, BE DELIVERED TO THE RIGHTS AGENT FOR CANCELLATION OR IN
CANCELED FORM, OR, IF SURRENDERED TO THE RIGHTS AGENT, SHALL BE CANCELED BY IT,
AND NO RIGHTS CERTIFICATES SHALL BE ISSUED IN LIEU THEREOF EXCEPT AS EXPRESSLY
PERMITTED BY ANY OF THE PROVISIONS