o If shares of our common stock are exchanged via merger,
consolidation, or a similar transaction, will entitle holders to a per share
payment equal to the payment made on one share of common stock.
The value of one one-thousandth interest in a Preferred Share should approximate
the value of one share of common stock.
Expiration. The Rights will expire on July 6, 2010.
Redemption. Our Board may redeem the Rights for $0.001 per Right at any time
before a person or group becomes an Acquiring Person and before July 6, 2010. If
our Board redeems any Rights, it musts redeem all of the Rights. Once the Rights
are redeemed, the only right of the holders of Rights will be to receive the
redemption price of $0.001 per Right. The redemption price will be adjusted if
we have a stock split or stock dividends of our common stock.
Exchange. After the right of our Board to redeem the rights has expired, but
before an Acquiring Person owns 50% or more of our outstanding common stock, our
Board may extinguish the Rights by exchanging one share of common stock for each
Right, other than Rights held by the Acquiring Person.
Anti-Dilution Provisions. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the purchase price of less than 1% will be made.
Amendments. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. After a person or group
becomes an Acquiring Person, and, as a result, there is a Separation Date, our
Board may not amend the agreement in a way that adversely affects the holders of