Common use of Reservation and Availability of Preferred Stock Clause in Contracts

Reservation and Availability of Preferred Stock. The Company covenants and agrees that it shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of an event specified in Sections 11 or 13, shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 13, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Company covenants and agrees that it shall take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. The Company further covenants and agrees that it shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Preferred Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or in respect of the issuance or delivery of the shares of Preferred Stock and/or other securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock, and/or other securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the Act), with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the Expiration Date (unless and until the Company shall have received an opinion of counsel to the effect that the maintenance of such registration statement in effect is no longer necessary). The Company also will take such action as may be appropriate under the blue sky laws of the various states. 10

Reservation and Availability of Preferred Stock. (a) The Company covenants and agrees that it shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock (and/or other securities) that will be sufficient to permit the exercise exercise, to the extent provided in full Section 11(a)(i), and in accordance with the terms of Section 7, of all outstanding Rights and, after the occurrence of an event specified in Sections 11 or 13, shall so reserve and keep available a sufficient number of shares of Common Stock Rights. (and/or other securitiesb) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 13, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. . (c) The Company covenants and agrees that it shall take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. . (d) The Company further covenants and agrees that it shall pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Preferred Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Rights Certificates to a Person person other than, or in respect of the issuance or delivery of the shares of Preferred Stock and/or other securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock, and/or other securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s satisfaction that no such tax is due. . (e) The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act and the rules and regulations thereunder) until the Expiration Date (unless and until date of the Company shall have received an opinion expiration of counsel to the effect that the maintenance of such registration statement in effect is no longer necessaryrights provided by Section 11(a)(ii). The Company will also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. The Company covenants and agrees that it shall will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, Stock or any authorized and issued shares of Preferred Stock held in its treasury, the a number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of an event specified in Sections 11 or 13, shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this AgreementRights. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 13, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated quotation systemexchange, the Company shall use its best efforts to cause, from and after such the time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Company covenants and agrees that it shall will take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable shares. The Company further covenants and agrees that it shall will pay when due and payable any and all federal Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Right Certificates or of any certificates for shares of Preferred Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a Person other thanto, or in respect of the issuance or delivery of the shares of Preferred Stock and/or in the name of, or delivery of such shares to, a Person other securities than the registered holder of the Right Certificates evidencing Rights surrendered upon the exercise thereof, or be required to issue any certificates or script for shares of Preferred Stock in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for such shares of Preferred Stockto a Person other than, and/or other securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company’s 's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the Act), with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the Expiration Date (unless and until the Company shall have received an opinion of counsel to the effect that the maintenance of such registration statement in effect is no longer necessary). The Company also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. The Company covenants and agrees that it shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of an event specified in Sections 11 or 13, shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 13, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Company covenants and agrees that it shall take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. The Company further covenants and agrees that it shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Preferred Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or in respect of the issuance or delivery of the shares of Preferred Stock and/or other securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock, and/or other securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s 's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Act"), with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the Expiration Date (unless and until the Company shall have received an opinion of counsel to the effect that the maintenance of such registration statement in effect is no longer necessary). The Company will also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. The Company covenants and agrees that it shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of an event specified in Sections 11 or 13, shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 13, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Company covenants and agrees that it shall take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. The Company further covenants and agrees that it shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Preferred Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or in respect of the issuance or delivery of the shares of Preferred Stock and/or other securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock, and/or other securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s 's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the Act), with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the Expiration Date (unless and until the Company shall have received an opinion of counsel to the effect that the maintenance of such registration statement in effect is no longer necessary). The Company also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. The Company covenants and agrees that it shall will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of an event specified in Sections 11 or 13Section 11, shall so reserve and keep available a sufficient number of shares of Common Preferred Stock (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 1311, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Company covenants and agrees that it shall will take all such action as may be necessary to ensure that all shares of Preferred Stock, Common Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. The Company further covenants and agrees that it shall will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Preferred Stock, Common Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a Person person other than, or in respect of the issuance or delivery of the shares of Preferred Stock, Common Stock and/or other securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock, Common Stock and/or other securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s 's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended 1933 (the Act"ACT"), with respect to the securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunderAct) until the Expiration Date (unless and until date of the Company shall have received an opinion expiration of counsel to the effect that the maintenance of such registration statement in effect is no longer necessaryrights provided by Section 11(a)(ii). The Company will also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. The Company covenants and agrees that it shall will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, Stock or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of an event specified in Sections 11 or 13, shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 13, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exerciseRights. The Company covenants and agrees that it shall will take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesshares. The Company further covenants and agrees that it shall will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Right Certificates or of any certificates for shares of Preferred Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a Person person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the shares of Preferred Stock and/or other securities in a name other than that of, the registered holder of the Rights Certificates Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for shares of Preferred Stock, and/or other securities in a name other than that of the registered holder Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company’s satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the Act), with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the Expiration Date (unless and until the Company shall have received an opinion of counsel to the effect that the maintenance of such registration statement in effect is no longer necessary). The Company also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. The Company covenants and agrees that it shall will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of an event specified in Sections 11 or 13Section 11, shall so reserve and keep available a sufficient number of shares of Common Preferred Stock (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 1311, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Company covenants and agrees that it shall will take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. The Company further covenants and agrees that it shall will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Preferred Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a Person person other than, or in respect of the issuance or delivery of the shares of Preferred Stock and/or other securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock, and/or other securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s 's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Act"), with respect to the securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the Expiration Date (unless and until date of the Company shall have received an opinion expiration of counsel to the effect that the maintenance of such registration statement in effect is no longer necessaryrights provided by Section 11(a)(ii). The Company will also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. The Company covenants and agrees that at all times prior to the occurrence of an event specified in Section 11(a)(ii) it shall will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of an event specified in Sections 11 or 13Section 11, shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 11, Common Stock, or 13, any other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Company covenants and agrees that it shall will take all such action as may be necessary to ensure that all shares of Preferred Stock (or Common Stock and/or other securities securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. The Company further covenants and agrees that it shall will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Preferred Stock and/or other securities Common Stock upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a Person person other than, or in respect of the issuance or delivery of the shares of Preferred Stock and/or other securities Common Stock in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock, and/or other securities Common Stock in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s 's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Stock Acquisition Date (or, if required by law, at such earlier time following the Distribution Date), a registration statement on an appropriate form under the Securities Act of 1933, as amended (the Act), with respect to the securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the Expiration Date (unless and until date of the Company shall have received an opinion expiration of counsel to the effect that the maintenance of such registration statement in effect is no longer necessaryrights provided by Section 11(a)(ii). The Company will also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. (a) The Company covenants and agrees that it shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock (and/or other securities) that will be sufficient to permit the exercise exercise, to the extent provided in full Section 11(a)(i), and in accordance with the terms of Section 7, of all outstanding Rights and, after the occurrence of an event specified in Sections 11 or 13, shall so reserve and keep available a sufficient number of shares of Common Stock Rights. (and/or other securitiesb) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 13, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. . (c) The Company covenants and agrees that it shall take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. . (d) The Company further covenants and agrees that it shall pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Preferred Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Rights Certificates to a Person person other than, or in respect of the issuance or delivery of the shares of Preferred Stock and/or other securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock, and/or other securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s 's satisfaction that no such tax is due. . (e) The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act and the rules and regulations thereunder) until the Expiration Date (unless and until date of the Company shall have received an opinion expiration of counsel to the effect that the maintenance of such registration statement in effect is no longer necessaryrights provided by Section 11(a)(ii). The Company will also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. The Company covenants and agrees that it shall will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of an event specified in Sections 11 or 13Section 11, shall so reserve and keep available a sufficient number of shares of Common Preferred Stock (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 1311, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Company covenants and agrees that it shall will take all such action as may be necessary to ensure that all shares of Preferred Stock, Common Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. The Company further covenants and agrees that it shall will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Preferred Stock, Common Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a Person person other than, or in respect of the issuance or delivery of the shares of Preferred Stock, Common Stock and/or other securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock, Common Stock and/or other securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s 's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended 1933 (the "Act"), with respect to the securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunderAct) until the Expiration Date (unless and until date of the Company shall have received an opinion expiration of counsel to the effect that the maintenance of such registration statement in effect is no longer necessaryrights provided by Section 11(a)(ii). The Company will also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. The Company covenants and agrees that it shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of an event specified in Sections 11 Section 11(a)(ii) or 13Section 13(a), shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 11(a)(ii) or 13Section 13(a), any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated national quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange or system upon official notice of issuance upon such exercise. The Company covenants and agrees that it shall take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. The Company further covenants and agrees that it shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Preferred Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to (i) pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or in respect of the issuance or delivery of the shares of Preferred Stock and/or other securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to (ii) issue or deliver any certificates for shares of Preferred Stock, Stock and/or other securities in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s 's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Act"), with respect to the securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the Expiration Date (unless and until the Company shall have received an opinion of counsel to the effect that the maintenance of such registration statement in effect is no longer necessary). The Company will also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. The Company covenants and agrees that it shall will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of an event specified in Sections 11 or 13Section 11, shall so reserve and keep available a sufficient number of shares of Common Preferred Stock (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 1311, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated quotation systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Company covenants and agrees that it shall will take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. The Company further covenants and agrees that it shall will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Preferred Stock and/or other securities Common Stock upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a Person person other than, or in respect of the issuance or delivery of the shares of Preferred Stock and/or other securities Common Stock in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock, and/or other securities Common Stock in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s 's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Act"), with respect to the securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the Expiration Date (unless and until date of the Company shall have received an opinion expiration of counsel to the effect that the maintenance of such registration statement in effect is no longer necessaryrights provided by Section 11(a)(ii). The Company will also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. The Company covenants and agrees that it shall will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights andRights. The Company shall use all reasonable efforts, after as soon as practicable following the occurrence of an event specified in Sections 11 or 13Shares Acquisition Date, shall so reserve to obtain such regulatory approvals and keep available a sufficient number of shares of Common Stock (and/or take such other securities) which action as may be required for it to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 13, any other securities) issuable issue and/or sell securities purchasable upon the exercise of the Right. Notwithstanding any provision of this Agreement to the contrary, the Rights may shall not be listed on any national securities exchange exercisable pursuant to Section 7 hereof or automated quotation systempursuant to the provisions contemplated by Section 11(a)(ii) hereof, and the Company shall use its best efforts to causehave no obligations thereunder, from (a) unless and after until any regulatory approvals required for the issuance and/or sale of securities upon such time as exercise have been obtained, (b) if the Rights become exercisableexercise thereof, all shares (or other securities) reserved for such the issuance and/or sale of the securities to be listed on such exchange upon official notice of issuance purchased upon such exercise, would violate or contravene any applicable law, regulation or administrative or judicial order or (c) in any jurisdiction if any requisite filings under any applicable securities law shall not have been made or become effective in such jurisdiction. The Company covenants and agrees that it shall take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), shall be duly and validly authorized and issued and and, if equity securities, fully paid and nonassessable shares or securitiesnonassessable. The Company further covenants and agrees that it shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Right Certificates or of any certificates for shares of Preferred Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a Person person other than, or in respect of the issuance or delivery of the shares of Preferred Stock and/or other certificates or depositary receipts for securities in a name other than that of, the registered holder of the Rights Certificates Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or to deliver any certificates or depositary receipts for shares of Preferred Stock, and/or other securities in a name other than that of the registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company’s 's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the Act), with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the Expiration Date (unless and until the Company shall have received an opinion of counsel to the effect that the maintenance of such registration statement in effect is no longer necessary). The Company also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. A. The Company covenants and agrees that it shall will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, Stock or any authorized and issued shares of Preferred Stock held in its treasury, the free from preemptive rights or any right of first refusal, a number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights andat the date of this Rights Agreement. B. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Stock delivered upon exercise of Rights shall, after at the occurrence time of an event specified in Sections 11 or 13, shall so reserve and keep available a sufficient number delivery of shares of Common the certificates for such Preferred Stock (and/or other securities) which may be required subject to permit the exercise in full payment of the Rights pursuant to this Agreement. So Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable shares. C. If and so long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 13, any other securities) issuable upon the exercise of the Rights may be are listed for quotation on any national automated quotation system or are listed on any national securities exchange or automated quotation systemexchange, the Company shall covenants and agrees to use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) Shares reserved for such issuance to be listed for quotation on such quotation system or to be listed on such exchange upon official notice of issuance upon such exercise. The Company covenants and agrees that it shall take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. . D. The Company further covenants and agrees that it shall will pay when due and payable any and all federal Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Right Certificates or of any certificates for shares of Preferred Stock and/or other securities upon the exercise of the Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a Person other than, or in respect of the issuance or delivery of the shares of Preferred Stock and/or other securities certificates for Common Shares in a name other than that of, the registered holder of the Rights Certificates Right Certificate evidencing Rights surrendered for exercise or to transfer or deliver any Right Certificate, or issue or deliver any certificates for shares of Preferred Stock, and/or other securities in a name other than that of the registered holder Stock upon the exercise of any Rights Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company’s satisfaction of the Company that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the Act), with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the Expiration Date (unless and until the Company shall have received an opinion of counsel to the effect that the maintenance of such registration statement in effect is no longer necessary). The Company also will take such action as may be appropriate under the blue sky laws of the various states. 10.

Reservation and Availability of Preferred Stock. The ----------------------------------------------- Company covenants and agrees that it shall will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock, Stock or any authorized and issued shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of an event specified in Sections 11 or 13, shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the shares of Preferred Stock (and, after the occurrence of an event specified in Section 11 or 13, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exerciseRights. The Company covenants and agrees that it shall will take all such action as may be necessary to ensure that all shares of Preferred Stock and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesshares. The Company further covenants and agrees that it shall will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Right Certificates or of any certificates for shares of Preferred Stock and/or other securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a Person person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the shares of Preferred Stock and/or other securities in a name other than that of, the registered holder of the Rights Certificates Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for shares of Preferred Stock, and/or other securities in a name other than that of the registered holder Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company’s 's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, if required by law, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the Act), with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the Expiration Date (unless and until the Company shall have received an opinion of counsel to the effect that the maintenance of such registration statement in effect is no longer necessary). The Company also will take such action as may be appropriate under the blue sky laws of the various states. 10.