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Stock of the Corporation as a result of a transaction or series of transactions described in clause (1) of Section 2
(h)(i)(A) above and such Person thereafter becomes the beneficial owner of any additional shares of Voting
Stock of the Corporation representing one percent (1%) or more of the then-outstanding Voting Stock of the
Corporation, other than as a result of (x) a transaction described in clause (1) of Section 2(h)(i)(A) above, or (y)
a stock dividend, stock split or similar transaction effected by the Corporation in which all holders of Voting
Stock are treated equally, then such subsequent acquisition shall be treated as a Change in Control;
(ii) the consummation of a reorganization, merger or consolidation of the Corporation with, or the acquisition of the
stock or assets of the Corporation by, another Person, or similar transaction (each, a “Business Transaction”), unless, in each
case, immediately following such Business Transaction (A) the Voting Stock of the Corporation outstanding immediately prior
to such Business Transaction continues to represent, directly or indirectly, (either by remaining outstanding or by being
converted into Voting Stock of the surviving entity or any parent thereof), more than fifty percent (50%) of the combined
voting power of the then outstanding shares of Voting Stock or comparable equity interests of the entity resulting from such
Business Transaction (including, without limitation, an entity which as a result of such transaction owns the Corporation or all
or substantially all of the Corporation’s assets either directly or through one or more
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(C) a Change in Control will not be deemed to have occurred if a Person becomes the beneficial owner of thirty
p
ercent (30%) or more of the Voting Stock of the Corporation as a result of a reduction in the number of shares
of Voting Stock of the Corporation outstanding pursuant to a transaction or series of transactions that is
approved by a majority of the Incumbent Directors unless and until such Person thereafter becomes the
b
eneficial owner of additional shares of Voting Stock of the Corporation representing one percent (1%) or more
of the then-outstanding Voting Stock of the Corporation, other than as a result of a stock dividend, stock split or
similar transaction effected by the Corporation in which all holders of Voting Stock are treated equally; and
(D) if at least a majority of the Incumbent Directors determine in good faith that a Person has acquired beneficial
ownership of thirty percent (30%) or more of the Voting Stock of the Corporation inadvertently, and such
Person divests as promptly as practicable, but no later than the date, if any, set by the Incumbent Directors, a
sufficient number of shares so that such Person beneficially owns less than thirty percent (30%) of the Voting
Stock of the Corporation, then no Change in Control shall have occurred as a result of such Person’s
acquisition; or