Common use of Availability of Common Stock Clause in Contracts

Availability of Common Stock. (a) In the event that, as of the Distribution Date, there shall not be sufficient authorized but unissued shares of Common Stock to permit full exercise of any outstanding Rights, the Company shall use its best efforts to have the stockholders of the Company take such action as may be necessary to authorize additional shares of Common Stock for issuance upon exercise of Rights. (b) If the Company's Common Stock is listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for issuance upon the exercise of the Rights to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement under the Securities Act of 1933 (the “Act”), with respect to the Rights and the securities purchasable upon exercise of the Rights 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) until the date of the Expiration Date. The Company will also take such action as may be appropriate under the blue sky laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file any required registration statement and permit it to become effective. Upon any such suspension, 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of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect, in each case with prompt written notice to the Rights Agent. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued, fully paid, and nonassessable. (e) The Company further covenants and agrees that it 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 and of any certificates for shares of 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 other than, or the issuance or delivery of the shares of Common Stock in respect of 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 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 satisfaction that no such tax is due.

Availability of Common Stock. (a) In the event that, as The Company covenants and agrees that it will cause to be reserved and kept available out of the Distribution Date, there shall not be sufficient its authorized but and unissued shares of Common Stock or any shares of Common Stock held in its treasury, the number of shares of Common Stock that will be sufficient to permit the exercise in full exercise of any all outstanding Rights, the Rights in accordance with Section 7. The Company shall use its best efforts to have the stockholders of the Company covenants and agrees that it will take all such action as may be necessary to authorize additional ensure that all shares of Common Stock for issuance delivered upon exercise of RightsRights shall at the time of delivery of the certificates for such shares of Common Stock (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (b) If So long as the Company's shares of Common Stock is (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities) issuable upon the exercise of Rights may be listed or admitted to trading on any national securities exchangeexchange or 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 upon the exercise of the Rights to be listed or admitted to trading on such any other exchange or quotation system upon official notice of issuance upon such exercise. (c) The From and after such time as the Rights become exercisable, the Company shall use its best efforts efforts, if then necessary to permit the issuance of shares of Common Stock (i) file, as soon as practicable and following the Distribution Datetime that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) upon the exercise of Rights, to register and qualify such shares of Common Stock (and following the time that a registration statement Person first becomes an Acquiring Person, shares of Common Stock and other securities) under the Securities Act of 1933 and any applicable state securities or "Blue Sky" laws (to the “Act”extent exemptions therefrom are not available), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications effective (with a prospectus at all times meeting until the requirements earlier of the Act) until date as of which the date of Rights are no longer exercisable for such securities and the Final Expiration Date. The Company will also take such action as may be appropriate under the blue sky laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) 90 days, the exercisability of the Rights in order to prepare and file any required a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, 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, in each case with prompt written notice to the Rights Agent. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtainedobtained and until a registration statement under the Securities Act (if required) shall have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued, fully paid, and nonassessable. (e) The Company further covenants and agrees that it 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 and or of any certificates for shares of 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 Right Certificates to a Person other than, or the issuance or delivery of certificates for the shares of Common Stock in respect of 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 for shares of Common Stock 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 reasonable satisfaction that no such tax is due.

Availability of Common Stock. (a) In the event that, as of the Distribution Date, that there shall not be a sufficient authorized but unissued number of shares of Common Stock authorized but unissued to permit full the exercise or exchange of any outstanding RightsRights in accordance with Section 11, the Company shall use its best efforts to have the stockholders of the Company covenants and agrees that it will take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon the exercise or exchange of Rights pursuant to Section 11; provided, however, that if the Company is unable to cause the authorization of additional shares of Common Stock, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution Date to which it is a party, (A) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing shares of Common Stock and requiring payment therefor, (B) upon due exercise of Rightsa Right and payment of the Purchase Price for each share of Common Stock as to which such Right is exercised, issue equity and/or debt securities having a value equal to the value of the shares of Common Stock which otherwise would have been issuable pursuant to Section 11, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of the Company or (C) upon due exercise of a Right and payment of the Purchase Price for each share of Common Stock as to which such Right is exercised, distribute a combination of shares of Common Stock, cash and/or other equity and/or debt securities having an aggregate value equal to the value of the shares of Common Stock which otherwise would have been issuable pursuant to section 11, which value shall be determined by a nationally recognized investment baking firm selected by the Board of Directors of the Company. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in effect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full. (b) If So long as the Company's shares of Common Stock is and/or other securities issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange 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 of Common Stock issued or reserved for such issuance upon the exercise of the Rights to be listed on such exchange so listed, upon official notice of issuance upon such exerciseissuance, on the principal national securities exchange, if any, on which the Common Stock is otherwise listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation on the Nasdaq National Market or any successor thereto or other comparable quotation system. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, or, if required by law, the Distribution Date, a registration statement (a "Registration Statement") under the Securities Act of 1933 1933, as amended (the “"Securities Act”"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement Registration Statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement Registration Statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required registration statement such Registration Statement and permit it to become effective. Upon any such suspension, 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, in each case with prompt written notice to the Rights Agent. In addition, if the Company shall determine that a Registration Statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a Registration Statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall have has not been obtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued, fully paid, and nonassessable. (e) The Company further covenants and agrees that it 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 and of any certificates for shares of 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 thereof is not permitted under applicable law or delivery of Rights Certificates to a Person other than, or the issuance or delivery of the shares of Common Stock in respect of 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 Common Stock in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have Registration Statement has not 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 duedeclared effective.

Availability of Common Stock. (a) In the event that, as of the Distribution Date, there shall not be sufficient authorized but unissued shares of Common Stock to permit full exercise of any outstanding Rights, the Company shall use its best efforts to have the stockholders shareholders of the Company take such action as may be necessary to authorize additional shares of Common Stock for issuance upon exercise of Rights. (b) If the Company's ’s Common Stock is listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for issuance upon the exercise of the Rights to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement under the Securities Act of 1933 1933, as amended (the “Act”), with respect to the Rights and the securities purchasable upon exercise of the Rights 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) until the date of the Expiration Date. The Company will also take such action as may be appropriate under the blue sky laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file any required registration statement and permit it to become effective. Upon any such suspension, 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, in each case with prompt written notice to the Rights Agent. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued, fully paid, and nonassessable. (e) The Company further covenants and agrees that it 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 and of any certificates for shares of 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 other than, or the issuance or delivery of the shares of Common Stock in respect of 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 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.

Availability of Common Stock. (a) In the event that, as of the Distribution Date, that there shall not be a sufficient authorized but unissued number of shares of Common Stock authorized but unissued to permit full the exercise or exchange of any outstanding RightsRights in accordance with Section 11, the Company shall use its best efforts to have the stockholders of the Company covenants and agrees that it will take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon the exercise or exchange of Rights pursuant to Section 11; provided, however, that if the Company is unable to cause the authorization of additional shares of Common Stock, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution Date to which it is a party, (A) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing shares of Common Stock and requiring payment therefor, (B) upon due exercise of Rightsa Right and payment of the Purchase Price for each share of Common Stock as to which such Right is exercised, issue equity and/or debt securities having a value equal to the value of the shares of Common Stock which otherwise would have been issuable pursuant to Section 11, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of the Company or (C) upon due exercise of a Right and payment of the Purchase Price for each share of Common Stock as to which such Right is exercised, distribute a combination of shares of Common Stock, cash and/or other equity and/or debt securities having an aggregate value equal to the value of the shares of Common Stock which otherwise would have been issuable pursuant to Section 11, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of the Company. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in effect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full. (b) If So long as the Company's shares of Common Stock is and/or other securities issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange 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 of Common Stock issued or reserved for such issuance upon the exercise of the Rights to be listed on such exchange so listed, upon official notice of issuance upon such exerciseissuance, on the principal national securities exchange, if any, on which the Common Stock is otherwise listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation on the Nasdaq National Market or any successor thereto or other comparable quotation system. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, or, if required by law, the Distribution Date, a registration statement (a "Registration Statement") under the Securities Act of 1933 1933, as amended (the “"Securities Act”"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement Registration Statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement Registration Statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required registration statement such Registration Statement and permit it to become effective. Upon any such suspension, 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, in each case with prompt written notice to the Rights Agent. In addition, if the Company shall determine that a Registration Statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a Registration Statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall have has not been obtained, the exercise thereof is not permitted under applicable law or a Registration Statement has not been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued, issued and fully paid, paid and nonassessable. (e) The From and after the Distribution Date, the Company further covenants and agrees that it 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 and of any certificates for shares of Common Stock and/or other securities, as the case may be, 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 the issuance or delivery of the shares of Common Stock and/or other securities, as the case may be, in respect of a name other than that of, the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise transfer or exercise, or to issue or deliver any certificates for shares of Common Stock and/or other securities, as the case may be, 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.

Availability of Common Stock. (a) In the event that, as of the Distribution Date, that there shall not be a sufficient authorized but unissued number of shares of Common Stock authorized but unissued to permit full the exercise or exchange of any outstanding RightsRights in accordance with Section 11, the Company shall use its best efforts to have the stockholders of the Company covenants and agrees that it will take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon the exercise or exchange of Rights pursuant to Section 11; provided, however, that if the Company is unable to cause the authorization of additional shares of Common Stock, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution Date to which it is a party, (A) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing shares of Common Stock and requiring payment therefor, (B) upon due exercise of Rightsa Right and payment of the Purchase Price for each share of Common Stock as to which such Right is exercised, issue equity and/or debt securities having a value equal to the value of the shares of Common Stock which otherwise would have been issuable pursuant to Section 11, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of the Company or (C) upon due exercise of a Right and payment of the Purchase Price for each share of Common Stock as to which such Right is exercised, distribute a combination of shares of Common Stock, cash and/or other equity and/or debt securities having an aggregate value equal to the value of the shares of Common Stock which otherwise would have been issuable pursuant to section 11, which value shall be determined by a nationally recognized investment baking firm selected by the Board of Directors of the Company. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in effect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full. (b) If So long as the Company's shares of Common Stock is and/or other securities issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange 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 of Common Stock issued or reserved for such issuance upon the exercise of the Rights to be listed on such exchange so listed, upon official notice of issuance upon such exerciseissuance, on the principal national securities exchange, if any, on which the Common Stock is otherwise listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation on the Nasdaq National Market or any successor thereto or other comparable quotation system. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, or, if required by law, the Distribution Date, a registration statement (a "Registration Statement") under the Securities Act of 1933 1933, as amended (the “"Securities Act”"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement Registration Statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement Registration Statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required registration statement such Registration Statement and permit it to become effective. Upon any such suspension, 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, in each case with prompt written notice to the Rights Agent. In addition, if the Company shall determine that a Registration Statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a Registration Statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall have has not been obtained, the exercise thereof is not permitted under applicable law or a Registration Statement has not been declared effective. (de) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued, issued and fully paid, paid and nonassessable. (ef) The From and after the Distribution Date, the Company further covenants and agrees that it 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 and of any certificates for shares of Common Stock and/or other securities, as the case may be, 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 the issuance or delivery of the shares of Common Stock and/or other securities, as the case may be, in respect of a name other than that of, the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise transfer or exercise, or to issue or deliver any certificates for shares of Common Stock and/or other securities, as the case may be, 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.

Availability of Common Stock. (a) In the event thatThe Company hereby covenants and agrees to use its best efforts to take all action necessary, as desirable or appropriate to have, reserve and keep available at all times out of the Distribution Date, there shall not be sufficient Company's authorized but unissued shares of capital stock the full number of shares of Class B Non-voting Common Stock to permit full exercise of any outstanding Rights, the Company shall use its best efforts to have the stockholders of the Company take such action as may be necessary to authorize additional shares of Common Stock for issuance issuable upon exercise of Rights. (b) If the Warrants and the Additional Warrants, and the full number of shares of Class A Common Stock into which such shares are convertible pursuant to the Company's Common Stock is listed on any national securities exchangecertificate of incorporation, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for issuance upon for the purpose of effecting the exercise of the Rights to Warrants and the Additional Warrants and such conversions. Without limiting the generality of the foregoing, the Company shall, in compliance with the provisions of the General Corporation Law of the State of Delaware, the Exchange Act and the rules of the NASD and the NASDAQ Stock Market (and any other market upon which the common stock may be listed on such exchange upon official notice of issuance upon such exercise.listed) applicable thereto: (ca) The Company shall use its best efforts submit any necessary increase in the Company's authorized common stock capitalization for approval by the Company's stockholders at the earliest to occur of (i) filethe next special or annual meeting, as soon as practicable following the Distribution Dateor consent solicitation, a registration statement under the Securities Act of 1933 (the “Act”), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate formCompany's stockholders, (ii) cause such registration statement to become effective a meeting of the Company's stockholders that the Purchasers, in connection with any pending Change of Control (as soon as practicable after such filingdefined in the Credit Agreement) of the Company, requested that the Company call and convene, and (iii) cause such registration statement to remain effective August 31, 1999; (with a prospectus at all times meeting the requirements of the Actb) until the date of the Expiration Date. The Company will also take such action as may be appropriate under the blue sky laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file any required registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that duly call, give notice of and convene (x) any stockholders' meeting requested by the exercisability Purchasers described in clause (a)(ii) above within 25 days of the Rights has been temporarily suspended, as well as a public announcement at receipt of such time as the suspension is no longer in effect, in each case with prompt written notice request and (y) its next annual meeting of stockholders prior to the Rights Agent. Notwithstanding any provision date set forth in clause (a)(iii) above; (c) timely prepare and distribute an appropriate proxy statement and form of this Agreement to proxy for the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in purpose of obtaining such jurisdiction shall have been obtained.stockholder approvals; (d) The Company covenants and agrees recommend that it will all stockholders vote in favor of such increase in the Company's authorized capitalization; and (e) take all such action other actions as may be necessary or appropriate from time to ensure that all shares time to effectuate the intent of Common Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued, fully paid, and nonassessablethis Section 6.4. (e) The Company further covenants and agrees that it 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 and of any certificates for shares of 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 other than, or the issuance or delivery of the shares of Common Stock in respect of 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 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 satisfaction that no such tax is due.

Availability of Common Stock. (a) In the event that, as of the Distribution Date, that there shall not be a sufficient authorized but unissued number of shares of Common Stock authorized but unissued to permit full the exercise or exchange of any outstanding RightsRights in accordance with Section 11, the Company shall use its best efforts to have the stockholders of the Company covenants and agrees that it will take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon the exercise or exchange of Rights pursuant to Section 11; provided, however, that if the Company is unable to cause the authorization of additional shares of Common Stock, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution Date to which it is a party, either, in its sole discretion (A) effect a reverse stock split (which shall result in an adjustment to the Purchase Price under the provisions of Section 11(a)(i) hereof and which shall otherwise be subject to Section 11 (a)(i), notwithstanding any provision of such Section 11(a)(i) limiting such adjustments and its application to events occurring prior to the Distribution Date), (B) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing shares of Common Stock and requiring payment therefor, (C) upon due exercise of Rightsa Right and payment of the Purchase Price for each share of Common Stock as to which such Right is exercised, issue equity and/or debt securities having a value equal to the value of the shares of Common Stock which otherwise would have been issuable pursuant to Section 11, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of the Company or (D) upon due exercise of a Right and payment of the Purchase Price for each share of Common Stock as to which such Right is exercised, distribute a combination of shares of Common Stock, cash and/or other equity and/or debt securities having an aggregate value equal to the value of the shares of Common Stock which otherwise would have been issuable pursuant to Section 11, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of the Company. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in effect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full. (b) If So long as the Company's shares of Common Stock is and/or other securities issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange 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 of Common Stock issued or reserved for such issuance upon the exercise of the Rights to be listed on such exchange so listed, upon official notice of issuance upon such exerciseissuance, on the principal national securities exchange, if any, on which the Common Stock is otherwise listed or, if the principal market for the Common Stock is not on any national securities exchange, to be eligible for quotation on the NASDAQ National Market or any successor thereto or other comparable quotation system. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, or, if required by law, the Distribution Date, a registration statement (a "Registration Statement") under the Securities Act of 1933 1933, as amended (the “"Securities Act”"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement Registration Statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement Registration Statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the securities or "blue sky sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required registration statement such Registration Statement and permit it to become effective. Upon any such suspension, 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, in each case with prompt written notice to the Rights Agent. In addition, if the Company shall determine that a Registration Statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a Registration Statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite qualification in such jurisdiction shall have has not been obtained, the exercise thereof is not permitted under applicable law or a Registration Statement has not been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock delivered upon exercise of the Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued, issued and fully paid, paid and nonassessable. (e) The From and after the Distribution Date, the Company further covenants and agrees that it 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 and of any certificates for shares of Common Stock and/or other securities, as the case may be, 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 the issuance or delivery of the shares of Common Stock and/or other securities, as the case may be, in respect of a name other than that of, the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise transfer or exercise, or to issue or deliver any certificates for shares of Common Stock and/or other securities, as the case may be, 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.