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These excerpts taken from the C 8-K filed Jun 10, 2009. Rights Agent”).
W
I T N E S S E T H
WHEREAS,
(a) the Company and certain of its Subsidiaries have generated certain Tax
Benefits (as defined below) for United States federal income tax purposes; (b)
the Company desires to avoid an “ownership change” within the meaning of Section
382 (as defined below), and thereby preserve the Company’s ability to utilize
such Tax Benefits, and (c) in furtherance of such objective, the Company desires
to enter into this Rights Plan;
WHEREAS,
on June 9, 2009, the Board of Directors of the Company authorized and declared a
dividend of one preferred stock purchase right (a “ Rights Agent”)) to purchase
from the Company, at any time after a Distribution Date and prior to the
Expiration Date, one-millionth of a fully paid, nonassessable share of Series R
Participating Cumulative Preferred Stock (the “ | EXCERPTS ON THIS PAGE:
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