OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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Estimated average burden
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hours per response: 14.5
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CUSIP No. 441339108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Becker Drapkin Management, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
1,000,800
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8
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SHARED VOTING POWER
2,138,049
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9
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SOLE DISPOSITIVE POWER
1,000,800
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10
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SHARED DISPOSITIVE POWER
2,138,049
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,138,849
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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CUSIP No. 441339108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Becker Drapkin Partners (QP), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
811,657
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
811,657
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,657
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 441339108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Becker Drapkin Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
103,293
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
103,293
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,293
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 441339108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
BD Partners I, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
1,223,099
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
1,223,099
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,223,099
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 441339108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BC Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,138,849
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,138,849
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,138,849
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO
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CUSIP No. 441339108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven R. Becker
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
2,819
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8
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SHARED VOTING POWER
3,138,849
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9
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SOLE DISPOSITIVE POWER
2,819
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10
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SHARED DISPOSITIVE POWER
3,138,849
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,141,668
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 441339108
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1
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NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Matthew A. Drapkin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
2,819
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8
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SHARED VOTING POWER
3,138,849
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9
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SOLE DISPOSITIVE POWER
2,819
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10
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SHARED DISPOSITIVE POWER
3,138,849
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,141,668
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item 5.
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Interest in Securities of the Issuer
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Subparagraphs (a) through (c) of Item 5 are amended and supplemented to add the following information for updating as of the date hereof:
The Reporting Persons may be deemed to beneficially own in the aggregate 3,144,487 shares of Common Stock. Based upon a total of 44,648,406 outstanding shares of Common Stock, as reported in the Issuer’s annual report on Form 10-K for the period ending January 29, 2011, the Reporting Persons’ shares represent approximately 7.043% of the outstanding shares of Common Stock.
Becker Drapkin QP owns 811,657 shares of Common Stock (the “Becker Drapkin QP Shares”), which represent approximately 1.818% of the outstanding shares of Common Stock.
Becker Drapkin, L.P. owns 103,293 shares of Common Stock (the “Becker Drapkin, L.P. Shares”), which represent approximately 0.231% of the outstanding shares of Common Stock.
BD Partners I owns 1,223,099 shares of Common Stock (the “BD Partners I Shares”), which represent approximately 2.739% of the outstanding shares of Common Stock.
As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares. BD Management in its capacity as investment manager for the Managed Account has the sole power to vote or direct the vote of (and to dispose or direct the disposition of) 1,000,800 shares held by the Managed Account (the “Managed Account Shares”), which represent approximately 2.242% of the outstanding shares of Common Stock. BD Management disclaims beneficial ownership of the Becker Drapkin Funds Shares.
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock in the last 60 days, all of which were brokered transactions, are set forth below.
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Name of Reporting Person
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Date
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Number of Shares Purchased (Sold)
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Average Price per Share
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BD Management
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4/8/2011
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100,100
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$5.9616
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BD Management
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4/11/2011
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19,900
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$5.9508
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BD Management
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4/12/2011
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101,400
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$6.0006
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BD Partners I
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4/8/2011
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75,150
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$5.9616
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BD Partners I
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4/11/2011
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38,263
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$5.9503
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BD Partners I
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4/11/2011
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27,390
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$5.9700
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BD Partners I
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4/11/2011
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36,105
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$5.9350
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BD Partners I
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4/11/2011
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148,238
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$6.0000
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BD Partners I
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4/12/2011
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40,000
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$6.0000
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Becker Drapkin QP
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4/8/2011
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65,306
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$5.9616
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Becker Drapkin QP
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4/11/2011
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6,811
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$5.9503
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Becker Drapkin QP
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4/11/2011
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4,876
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$5.9700
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Becker Drapkin QP
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4/11/2011
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6,427
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$5.9350
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Becker Drapkin QP
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4/11/2011
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26,385
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$6.0000
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Becker Drapkin, L.P.
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4/8/2011
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9,844
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$5.9616
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Becker Drapkin, L.P.
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4/11/2011
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1,026
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$5.9503
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Becker Drapkin, L.P.
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4/11/2011
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734
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$5.9700
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Becker Drapkin, L.P.
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4/11/2011
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968
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$5.9350
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Becker Drapkin, L.P.
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4/11/2011
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3,977
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$6.0000
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
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Item 6 is amended and supplemented to add the following information for updating as of the date hereof:
On April 13, 2011, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements (including any amendments) on Schedule 13D with respect to the securities of the Issuer. A copy of this agreement is attached as Exhibit 1 hereto and is incorporated by reference herein.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1
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Joint Filing Agreement, dated April 13, 2011, by and among BD Management, L.P.; Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; BD Partners I, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin.
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BECKER DRAPKIN MANAGEMENT, L.P.
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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Title: Attorney-in-Fact
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BECKER DRAPKIN PARTNERS, (QP), L.P.
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By:
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Becker Drapkin Management, L.P., its general partner
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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Title: Attorney-in-Fact
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BECKER DRAPKIN PARTNERS, L.P.
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By:
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Becker Drapkin Management, L.P., its general partner
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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Title: Attorney-in-Fact
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BD PARTNERS I, L.P.
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By:
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Becker Drapkin Management, L.P., its general partner
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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Title: Attorney-in-Fact
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BC ADVISORS, LLC
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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Title: Attorney-in-Fact
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STEVEN R. BECKER
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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Title: Attorney-in-Fact
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MATTHEW A. DRAPKIN
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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Title: Attorney-in-Fact
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BECKER DRAPKIN MANAGEMENT, L.P.
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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Title: Attorney-in-Fact
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BECKER DRAPKIN PARTNERS, (QP), L.P.
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By:
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Becker Drapkin Management, L.P., its general partner
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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Title: Attorney-in-Fact
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BECKER DRAPKIN PARTNERS, L.P.
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By:
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Becker Drapkin Management, L.P., its general partner
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By:
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BC Advisors, LLC, its general partner
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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Title: Attorney-in-Fact
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BD PARTNERS I, L.P.
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By:
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Becker Drapkin Management, L.P., its general partner
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By:
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BC Advisors, LLC, its general partner
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||||
By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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|||||
Title: Attorney-in-Fact
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|||||
BC ADVISORS, LLC
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|||||
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|||||
By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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|||||
Title: Attorney-in-Fact
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|||||
STEVEN R. BECKER
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By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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|||||
Title: Attorney-in-Fact
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|||||
MATTHEW A. DRAPKIN
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|||||
By:
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/s/ Andrew S. McLelland
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Name: Andrew S. McLelland
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|||||
Title: Attorney-in-Fact
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