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pro rata based on the number of Rights (other than Rights that have become null
and void pursuant to the provisions of Section 7(e) hereof) held by each holder
of Rights.
(c) In any exchange pursuant to this Section 24, the Company, at its
option, may substitute Series A Preferred Shares for Common Shares at the rate
of one one-thousandth of a Series A Preferred Share for each Right.
(d) The Company shall not be required to issue fractions of Common
Shares or to distribute certificates that evidence fractional Series A Preferred
Shares (except as hereinafter provided) or fractional Common Shares, but if the
exchange is for Series A Preferred Shares, the Company shall be obligated to
issue fractional shares so long as any fraction of a Series A Preferred Share so
to be issued is at least equal to one one-thousandth of a Series A Preferred
Share. In lieu of such fractional shares, the Company shall pay to the
registered holders of the Rights Certificates with regard to which such
fractional shares would otherwise be issuable an amount in cash equal to the
same fraction of the current market value of a whole share. For the purposes of
this Section 24(d), (i) the current market value of a whole Common Share shall
be the per share market price determined as of the day immediately following the
day of the public announcement by the Company that an exchange is to be effected
pursuant to this Section 24 and (ii) the current market value of a Series A
Preferred Share or fraction of a Series A Preferred Share shall be the current
market value on such day of a Series A Preferred Share (or fraction of a Series
A Preferred Share) as determined in accordance with Section 11(d)(ii) hereof.
Section 25. Notice of Certain Events.
(a) In case the Company shall propose, at any time after the Separation
Date, (i) to pay any dividend payable in stock of any class to the holders of
Series A Preferred Shares or to make any other distribution to the holders of
Series A Preferred Shares (other than a regular quarterly cash dividend), (ii)
to offer to the holders of its Series A Preferred Shares rights or warrants to
subscribe for or to purchase any additional Series A Preferred Shares or shares
of stock of any class or any other securities, rights or options, (iii) to
effect any reclassification of Series A Preferred Shares (other than a
reclassification involving only the subdivision of outstanding Series A
Preferred Shares), (iv) to effect any consolidation or merger into or with, or
to effect any sale or other transfer (or to permit one or more of its
Subsidiaries to effect any sale or other transfer), in one or more transactions,
of more than fifty percent (50%) of the assets or earning power of the Company
and its Subsidiaries (taken as a whole) to any other Person or (v) to effect the
liquidation, dissolution or winding up of the Company, then, in each such case,
the Company shall give to the Rights Agent and to each holder of a Right
Certificate, to the extent feasible and in accordance with Section 26 hereof, a
notice of such proposed action, which shall specify the record date for the
purposes of such stock dividend, or distribution of rights