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This excerpt taken from the C 8-K filed Jun 10, 2009. U.S. Government” means any of
(i) the federal government of the United States of America, (ii) any
instrumentality or agency of the federal government of the United States of
America and (iii) any Person wholly-owned by, or the sole beneficiary of which
is, the federal government of the United States or any instrumentality or agency
thereof.
Each of
the following terms is defined in the Section set forth opposite such
term:
SECTION
2. Other Definitional and
Interpretative Provisions; Application to Series M Preferred
Stock. (a) The words “hereof”, “herein” and “hereunder” and words
of like import used in this Rights Plan shall refer to this Rights Plan as a
whole and not to any particular provision of this Rights Plan. The captions
herein are included for convenience of reference only and shall be ignored in
the construction or interpretation hereof. References to Articles, Sections,
Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this
Rights Plan unless otherwise specified. All Exhibits and Schedules annexed
hereto or referred to herein are hereby incorporated in and made a part
of
15
(b) Application to Series M
Stock. Notwithstanding anything else contained herein, one Right shall be
issued with respect to each one one-millionth of a share of Series M Stock
outstanding as of the Record Date or issued after the Record Date but prior to
the earlier of a Distribution Date and the Expiration Date, and the provisions
of this Rights Plan shall be construed to give effect to the foregoing, so that
such provisions are applied with respect to the Series M Stock in the same
manner as applied to the Common Stock (or if the context so requires, as would
apply had the Series M Stock been converted into or exchanged for Common Stock),
mutatis mutandis. Upon
conversion or exchange of any share of Series M Stock into shares of Common
Stock, the Rights associated with such share will automatically be extinguished,
and a Right will be issued in respect of each such share of Common Stock. The
Board shall have the exclusive power and authority to interpret the provisions
of this Rights Plan to give effect to the foregoing. All such interpretations
which are done or made by the Board in good faith shall be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other parties.
SECTION
3. Issuance of Rights and
Right Certificates. (a) As soon as practicable after the Record Date, the
Company will send a summary of the Rights substantially in the form of Exhibit B
hereto, by first class mail, postage prepaid, to each record holder of the
Common Stock as of the close of business on the Record Date. Certificates for
the Common Stock, or current ownership statements issued with respect to
uncertificated shares of Common Stock in lieu of such a certificate (an “ | |||||||||||||||||||||||||||||||||||||||||||||||||
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