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to receive, upon exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, in lieu of Series A Preferred
Shares, and subject to the provisions of Section 11(a)(iii) below, such number
of Common Shares as shall equal the result obtained by (x) multiplying the then
current Purchase Price by the then number of one one-thousandth of a Series A
Preferred Share for which a Right was exercisable immediately prior to the first
occurrence of an event set forth in Section 11(a)(ii) above, and dividing that
product (which, following such first occurrence, shall be referred to as the
"Purchase Price" for all purposes of this Agreement) by (y) fifty percent (50%)
of the current per share market price of the Common Shares (determined pursuant
to Section 11(d) hereof), but not less than the par value thereof, on the date
of such first occurrence (such number of shares, the "Adjustment Shares").
(iii) In the event that (x) the total of the Common Shares that are
issued but not outstanding and authorized but unissued (excluding Common
Shares reserved for issuance pursuant to the specific terms of any
indenture, option plan or other agreement) is not sufficient to permit the
exercise in full of the Rights in accordance with Section 11(a)(ii) hereof
or (y) the total number of Common Shares available for exercise of the
Rights in accordance with Section 11(a)(ii) hereof is sufficient to permit
the exercise in full of the Rights in accordance with Section 11(a)(ii) but
the Board determines that such exercise of the Rights will not afford
adequate protection to the shareholders of the Company and that
shareholders should be given an option to acquire a substitute for the
Adjustment Shares, and subject to such limitations as are necessary to
prevent a default under any agreement for money borrowed to which the
Company is a party and to comply with applicable law, then the Board shall:
(A) determine the excess of (1) the value, based upon the current per share
market price of the Common Shares (determined pursuant to Section 11(d)
hereof), of the Adjustment Shares issuable upon the exercise of a Right
(the "Current Value") over (2) the Purchase Price (such excess, the
"Spread") and (B) with respect to each Right, make adequate provision to
substitute for, or provide an election to acquire in lieu of, the
Adjustment Shares, upon payment of the applicable Purchase Price (which
term shall include any reduced Purchase Price) any combination of the
following having an aggregate value equal to the Current Value (such
aggregate value to be determined by the Board based upon the advice of a
nationally recognized investment banking firm selected by the Board): (1) a
reduction in the Purchase Price, (2) Common Shares and/or other equity
securities of the Company (including, without limitation, shares or units
of shares of any series of preferred stock that the Board has deemed to
have the same value as Common Shares (such shares or units of share of
preferred stock hereinafter referred to as "Common Share equivalents"))
and/or (3) debt securities of the Company and/or cash and other assets;
provided, however, that if the Company shall not have made adequate
provision to deliver value pursuant to clause (B) above within thirty (30)
days following the first occurrence of a Triggering Event, then the Company
shall be obligated to deliver, upon the surrender for exercise