16 Section 7(e) hereof, the Purchase Price in effect at the time of the record
date for such dividend or of the effective date of such subdivision, combination
or reclassification, and the number and kind of shares of capital stock issuable
on such date, shall be proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive the aggregate number and
kind of shares of capital stock that, if such Right had been exercised
immediately prior to such date and at a time when the Series A Preferred Shares
transfer books of the Company were open, such holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification; provided, however, that in no event shall the
consideration to be paid upon the exercise of one Right be less than the
aggregate par value of the shares of capital stock of the Company issuable upon
exercise of one Right.
(ii) Subject to Section 24, in the event that
(A) any Person becomes an Acquiring Person;
or
(B) a majority of the Board shall declare any Person to be an Adverse
Person, upon a determination that such Person, alone or together with its
Affiliates and Associates, has become the Beneficial Owner of an amount of
Common Shares which a majority of the Board determines to be substantial
(which amount shall in no event be less than 10% of the Common Shares then
outstanding) and a determination by a majority of the Board after
reasonable inquiry and investigation, including consultation with such
Person as such directors shall deem appropriate, that (a) such Beneficial
ownership by such Person is intended to cause the Company to repurchase the
Common Shares beneficially owned by such Person or to cause pressure on the
Company to take action or enter into a transaction or series of
transactions intended to provide such Person with short-term financial gain
under circumstances where the Board determines that the best long-term
interests of the Company and its stockholders would not be served by taking
such action or entering into such transaction or series of transactions at
that time or (b) such Beneficial Ownership is causing or is reasonably
likely to cause a material adverse impact (including, but not limited to,
impairment of relationships with customers or suppliers, impairment of the
Company's ability to maintain its competitive position, adverse
consequences to the communities in which the Company is located and
impairment of the short-term and long-term interests of the Company
(including benefits that may accrue from the continued independence of the
Company) on the business or prospects of the Company;
then, and in each such case, proper provision shall be made so that each holder
of a Right, except as provided below and in Section 7(e) hereof, shall
thereafter have a right