An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 30% or more of either # the then-outstanding shares of common stock of the Parent Company (the “Outstanding Parent Company Common Stock”) or # the combined voting power of the then-outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the “Outstanding Parent Company Voting Securities”); excluding, however, the following: # any acquisition directly from the Parent Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted itself was acquired directly from the Parent Company, # any repurchase by the Parent Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any entity controlled by the Parent Company, or # any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection # of this Section 8(e); or

An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 30% or more of either # the then-outstanding shares of common stock of the Parent Company (the “Outstanding Parent Company Common Stock”) or # the combined voting power of the then-outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the “Outstanding Parent Company Voting Securities”); excluding, however, the following: # any acquisition directly from the Parent Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted itself was acquired directly from the Parent Company, # any repurchase by the Parent Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any entity controlled by the Parent Company, or # any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection # of this Section 8(e); or

An acquisition by any individual, entity or group (within the meaning of Section[Section 13(d)(3) or 14(d)14]4] (d)(2) of the Securities Exchange Act of 1934)Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange ActAct) of 1934) of 30%20% or more of either # the then-then outstanding shares of common stock of the Parent CompanyCommon Stock (the “Outstanding Parent Company Common Stock”) or # the combined voting power of the then-then outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the “Outstanding Parent Company Voting Securities”); excluding, however, the following: # any acquisition directly from the Parent Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself was acquired directly from the Parent Company,Company; # any repurchaseacquisition by the Parent Company,Company; # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any entity controlled by the Parent Company,Company; or # any acquisition pursuant to a transaction thatwhich complies with clauses (A), (B) and (C) of subsection # of this Section 8(e);2.09; or

AnThe acquisition by any individual, entity or group (within the meaning of SectionSections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934)Act) (a “Person”“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange ActAct) of 1934) of 30%15% or more of either # the then-then outstanding shares of common stock of the Parent CompanyCommon Shares (the “Outstanding Parent“Outstanding Company Common Stock”Stock”) or #(yii) the combined voting power of the then-then outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the “Outstanding Parent“Outstanding Company Voting Securities”Securities”); excluding,provided, however, the following: # any acquisition directly from the Parent Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted itself was acquired directly from the Parent Company, # any repurchase by the Parent Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any entity controlled by the Parent Company, or # any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection # of this Section 8(e); orthe

An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934)1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934)Act) of 30% or more of either # the then-outstanding shares of common stock of the Parent Company (the “Outstanding Parent Company Common Stock”), or # the combined voting power of the then-outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the “Outstanding Parent Company Voting Securities”); excluding,provided, however, that for purposes of this Section 1(b)(1), the following:following acquisitions shall not constitute a Change in Control: # any acquisition directly from the Parent Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted itself was acquired directly from the Parent Company, # any repurchaseacquisition by the Parent Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any entity controlled by the Parent Company,an Affiliated Entity, or # any acquisition by any entity pursuant to a transaction that complies with clauses (A)Sections 1(b)(3)(A), (B)1(b)(3)(B) and (C) of subsection # of this Section 8(e)1(b)(3)(C); or

AnThe acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934)1934, as amended (the "Exchange Act")) (a “Person”"Person") of beneficial ownership (within the meaning of Rule 13d-13d‑3 promulgated under the Securities Exchange ActAct) of 1934) of 30%20% or more of either # the then-then outstanding shares of common stock of the Parent Company (the “Outstanding Parent"Outstanding Company Common Stock”Stock") or # the combined voting power of the then-then outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the “Outstanding Parent"Outstanding Company Voting Securities”Securities"); excluding,provided, however, that the following:following acquisitions shall not constitute a Change of Control: # any acquisition directly from the Parent Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted itself was acquired directly from the Parent Company, # any repurchaseacquisition by the Parent Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any entitycorporation controlled by the Parent Company,Company or # any acquisition by any corporation pursuant to a transaction thatwhich complies with clauses (A)(i), (B)(ii) and (C)(iii) of subsection # of this Section 8(e);2; or

An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934)Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934)Act) of 30% or more of either # the then-then outstanding shares of common stock of the Parent Company (the “Outstanding Parent Company Common Stock”) or # the combined voting power of the then-then outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the “Outstanding Parent Company Voting Securities”); excluding,provided, however, that for purposes of this [subsection (i)], the following:following acquisitions shall not constitute a Change in Control: # any acquisition directly from the Parent Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted itself was acquired directly from the Parent Company, # any repurchaseacquisition by the Parent Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any entity controlled by the Parent Company, or # any acquisition by any entity pursuant to a transaction thatwhich complies with clauses (A)(1), (B)(2) and (C)(3) of subsection # of this Section 8(e)definition); or

Anthe acquisition by any individual, entity or group (within(a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”)Act, of beneficial ownership (withinwithin the meaning of Rule 13d-3 promulgated under the Securities Exchange ActAct, of 1934) of 30%40% or more of either # the then-then outstanding common shares of common stock of the Parent Company (the “Outstanding Parent Company Common Stock”Shares”) or # the combined voting power of the then-then outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the “Outstanding Parent Company Voting Securities”); excluding, however, the following: # any acquisition directly from the Parent Company, other than anCompany (excluding any acquisition by virtue ofresulting from the exercise of aan exercise, conversion or exchange privilege unless the security being so exercised, converted itselfor exchanged was acquired directly from the Parent Company,Company), # any repurchaseacquisition by the Parent Company, # any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or # any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subparagraph # of this definition; provided further, that for purposes of clause (2), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any entitycorporation controlled by the ParentCompany) shall become the beneficial owner of 40% or more of the Outstanding Common Shares or 40% or more of the Outstanding Voting Securities by reason of an acquisition by the Company, and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Common Shares or # any acquisition pursuant toadditional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a transaction that complies with clauses (A), (B) and (C) of subsection # of this Section 8(e); orChange in Control;

Anthe acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934)Act)) (a “Person”“Person”) of beneficial ownership“beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Securities Exchange ActAct) of 1934) of 30%50% or more of either # the then-outstanding shares of common stock of the Parent CompanyCompany, assuming conversion of any outstanding preferred stock (the “Outstanding Parent“Outstanding Company Common Stock”Stock”) or # the combined voting power of the then-outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the “Outstanding Parent“Outstanding Company Voting Securities”Securities”); excluding,provided, however, that the following:following acquisitions shall not constitute a Change in Control: # any acquisition directly from the Parent Company, other thanCompany (excluding an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted itself was acquired directly from the Parent Company, # any repurchase by the Parent Company,privilege), # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any entitycorporation controlled by the Parent Company, or # any acquisition by any corporation or other entity pursuant to a transaction that complies with clauses (A)reorganization, merger, consolidation or other business combination, if, following such reorganization, merger, consolidation or other business combination, the conditions described in [(i), (B)(ii) and (C)(iii) of subsection # of this Section 8(e); or2.2(c)] are satisfied;

AnThe acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934)1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange ActAct) of 1934) of 30%20% or more of either # the then-then outstanding shares of common stock of the Parent Company (the “Outstanding Parent Company Common Stock”) or # the combined voting power of the then-then outstanding voting securities of the Parent Company entitled to vote generally in the election of directors (the “Outstanding Parent Company Voting Securities”); excluding,provided, however, that for purposes of this [subsection (a)], the following:following acquisitions shall not constitute a Change of Control: # any acquisition directly from the Parent Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted itself was acquired directly from the Parent Company, # any repurchaseacquisition by the Parent Company, # any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent Company or any entitycorporation controlled by the Parent Company,Company or # any acquisition pursuant to a transaction thatwhich complies with clauses (A)[clauses (i), (B)(ii) and (C)(iii) of subsection # of this Section 8(e)2(c)]; or