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

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Series A Junior Preferred Stock, or out of authorized and issued shares of Series A Junior Preferred Stock held in its treasury, such number of shares of Series A Junior Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Series A Junior Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts for such shares (subject to payment of the Purchase Price in respect thereof), be duly and validly authorized and issued and fully paid and non-assessable shares. (c) The Company covenants and agrees that it will pay, when due and payable, any and all federal and state Transfer Taxes which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for any shares of Series A Junior Preferred Stock and/or other property issued or delivered 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 a Right Certificates to a Person other than, or the issuance or delivery of certificates for Series A Junior Preferred Stock or other securities or property upon exercise of Rights in a name other than that of, the registered holder of the Rights Certificate, and the Company shall not be required to issue or deliver a Rights Certificate or certificate for Series A Junior Preferred Stock to a Person other than such registered holder until any such Transfer Tax shall have been paid (any such Transfer Tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company’s satisfaction that no such Transfer Tax is due.

Reservation and Availability of Shares of Preferred Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Series A Junior Preferred Stock, or out of its authorized and issued shares of Series A Junior Preferred Stock held in its treasury, such the number of shares of Series A Junior the Preferred Stock as that will from time to time be sufficient to permit the exercise in full of all outstanding Rights. Rights in accordance with this Agreement. So long as the Preferred Stock (band, following the time that a Person becomes an Acquiring Person, shares of Common Stock or other securities) issuable upon the exercise of Rights may be listed or admitted to trading 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 reserved for such issuance to be listed or admitted for trading on such exchange or automated quotation system upon official notice of issuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to insure ensure that all shares of Series A Junior the Preferred Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts for such shares (subject to payment of the Purchase Price in respect thereofand compliance with all other provisions of this Agreement), be duly and validly authorized and issued and fully paid and non-assessable nonassessable shares. (c) . The Company further covenants and agrees that it will pay, pay when due and payable, payable any and all federal taxes and state Transfer Taxes which charges that may be payable in respect of the issuance or delivery of the Rights Right Certificates or of any certificates for any shares of Series A Junior the Preferred Stock and/or (or shares of Common Stock or other property issued or delivered securities) upon the exercise of Rights. The Company shall not, however, be required (a) to pay any Transfer Tax which tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of a Right Certificates to a Person other than, or the issuance or delivery of certificates for Series A Junior the Preferred Stock or other securities or property upon exercise of Rights in a name other than that of, of the registered holder of the Right Certificate evidencing Rights Certificate, and the Company shall not be required surrendered for exercise or (b) to issue or deliver a Rights Certificate or certificate any certificates for Series A Junior shares of the Preferred Stock to a Person other than such registered holder upon the exercise of any Rights until any such Transfer Tax tax or charge shall have been paid (any such Transfer Tax tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company’s satisfaction that no such Transfer Tax tax or charge is due. The Company shall, if legally required, (i) prepare and file, as soon as reasonably possible following the Distribution Date, a registration statement under the Securities Act with respect to the securities purchasable upon exercise of or exchangeable for the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as reasonably possible 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) until the earlier of (x) the date as of which the Rights are no longer exercisable for such securities and (y) the Expiration Date. The Company also shall take all such action as may be required or as is appropriate under the securities or blue sky laws of such jurisdictions as may be necessary with respect to the securities purchasable upon the exercise of or exchangeable for the Rights. The Company may temporarily suspend, for a period not to exceed one hundred twenty (120) days following the Distribution Date, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension of exercisability of Rights referred to in this paragraph, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section 9 and give the Rights Agent a copy of any such announcement. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective.