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of a Right and without requiring payment of the Purchase Price, Common
Shares (to the extent available) and then, if necessary, cash, which
securities and/or cash in the aggregate are equal to the Spread. If the
Board shall determine in good faith that it is likely that sufficient
additional Common Shares could be authorized for issuance upon exercise in
full of the Rights, the thirty (30) day period set forth above may be
extended to the extent necessary, but not more than ninety (90) days
following the first occurrence of a Triggering Event, in order that the
Company may seek shareholder approval for the authorization of such
additional shares (such period, as it may be extended, the "Substitution
Period"). To the extent that the Company determines that some action needs
to be taken pursuant to the first and/or second sentences of this Section
11(a)(iii), the Company (x) shall provide, subject to Section 7(e) hereof,
that such action shall apply uniformly to all outstanding Rights and (y)
may suspend the exercisability of the Rights until the expiration of the
Substitution Period in order to seek any authorization of additional shares
and/or to decide the appropriate form of distribution to be made pursuant
to such first sentence and to determine the value thereof. In the event of
any such suspension, the Company shall promptly notify the Rights Agent
thereof and shall issue a public announcement stating that the
exercisability of the Rights has been temporarily suspended, as well as a
public announcement (with prompt notice thereof to the Rights Agent) at
such time as the suspension is no longer in effect. For purposes of this
Section 11(a)(iii), the value of the Common Shares shall be the current per
share market price (as determined pursuant to Section 11(d) hereof) of the
Common Shares on the date of the first occurrence of a Triggering Event.
The provisions of this Section 11(a)(iii) shall apply only to Common
Shares of the Company and shall not apply to the securities of any other Person.
(b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Series A Preferred Shares
entitling them (for a period expiring within 45 calendar days after such record
date) to subscribe for or purchase Series A Preferred Shares (or shares having
the same rights, privileges and preferences as the Series A Preferred Shares
("equivalent shares")) or securities convertible into Series A Preferred Shares
or equivalent shares at a price per Series A Preferred Share or equivalent share
(or having a conversion price per share, if a security convertible into Series A
Preferred Shares or equivalent shares) less than the current per share market
price of the Series A Preferred Shares (as defined in Section 11(d) hereof) on
such record date, the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
number of Series A Preferred Shares outstanding on such record date plus the
number of Series A Preferred Shares that the aggregate offering price of the
total number of Series A Preferred Shares and/or equivalent shares so to be
offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such