23
holder's right to receive such additional shares upon the occurrence of the
event requiring such adjustment. The Company shall provide the Rights Agent with
written notice of any adjustment in the Purchase Price.
(m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that in its good faith judgment the Board shall determine to be
advisable in order that any (i) consolidation or subdivision of the Series A
Preferred Shares, (ii) issuance wholly for cash of any of the Series A Preferred
Shares at less than the current market price, (iii) issuance wholly for cash of
Series A Preferred Shares or securities that by their terms are convertible into
or exchangeable for Series A Preferred Shares, (iv) dividends on Series A
Preferred Shares payable in Series A Preferred Shares or (v) issuance of rights,
options or warrants referred to in this Section 11, hereafter made by the
Company to holders of its Series A Preferred Shares shall not be taxable to such
shareholders.
(n) The Company covenants and agrees that it shall not, and shall not
permit any Subsidiary, at any time after the Separation Date, to (i) consolidate
with, (ii) merge with or into or (iii) sell or transfer, in one or more
transactions, assets or earning power aggregating more than 50% of the assets or
earning power of the Company and its Subsidiaries (taken as a whole) to, any
other Person if at the time of or immediately after such consolidation, merger
or sale there are any rights, warrants or other instruments or securities
outstanding or agreements in effect that would substantially diminish or
otherwise eliminate the benefits intended to be afforded by the Rights.
(o) The Company covenants and agrees that, after the Separation Date,
it will not, except as permitted by Section 23, Section 24, Section 27 or
Section 31 hereof, take (or permit any Subsidiary to take) any action that at
the time it is reasonably foreseeable will diminish substantially or otherwise
eliminate the benefits intended to be afforded by the Rights; provided, however,
that the issuance of additional Rights pursuant hereto, including by action of
the Board under Section 22 hereof, shall not be deemed to violate this Section
11(o).
(p) Anything in this Agreement to the contrary notwithstanding, in the
event that the Company shall at any time after the Record Date (i) declare a
dividend on the outstanding Common Shares payable in Common Shares, (ii)
subdivide the outstanding Common Shares or (iii) combine the outstanding Common
Shares into a smaller number of shares, the number of Rights associated with
each Common Share then outstanding, or issued or delivered thereafter, shall be
proportionately adjusted so that the number of Rights thereafter associated
(whether before or after the Separation Date) with each Common Share following
any such event