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This excerpt taken from the C 8-K filed Jun 10, 2009. Exchange
Ratio”). The exchange of the Rights by the Board may be made effective at
such time, on such basis and with such conditions as the Board in its sole
discretion may establish. Notwithstanding the foregoing, the Board shall not be
empowered to effect such exchange at any time after an Acquiring Person becomes
the Beneficial Owner of 50% or more of the shares of Common Stock then
outstanding.
(b) Immediately
upon the effectiveness of the action of the Board to exchange any Rights
pursuant to Section 21(a) (or at such later time as the Board may establish) and
without any further action and without any notice, the right to exercise such
Rights will terminate and thereafter the only right of a holder of such Rights
shall be to receive that number of fractional shares of Preferred Stock equal to
the number of such Rights held by such holder multiplied by the Exchange Ratio.
The Company shall promptly thereafter give notice of such exchange to the Rights
Agent and the holders of the Rights to be exchanged in the manner set forth in
Section 23; provided
that the failure to give, or any defect in, such notice shall not affect the
validity of such exchange. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the holder receives the notice.
Each such notice of exchange will state the method by which the exchange of
Rights for fractional shares of Preferred Stock will be effected and, in the
event of any partial exchange, the number of Rights which will be exchanged. Any
partial exchange shall be effected pro rata based on the number of Rights (other
than Rights which have become void pursuant to Section 6(e)) held by each holder
of Rights.
(c) In lieu
of exchanging all or any part of the then outstanding and exercisable Rights for
fractional shares of Preferred Stock in accordance with Section 21(a), the Board
may, at its option, exchange any such Rights (which shall not include Rights
that have become void pursuant to Section 6(e)) for shares of Common Stock at an
exchange ratio of one share of Common Stock per Right, as may be adjusted
pursuant to Section 9(a)(i).
(d) Prior to
effecting an exchange pursuant to this Section 21, the Board may direct the
Company to enter into a Trust Agreement in such form and with
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