Common use of Availability of Preferred Shares Clause in Contracts

Availability of Preferred Shares. (a) The Company shall cause to be kept available out of its authorized and unissued Preferred Shares the number of Preferred Shares sufficient to permit the exercise in full of all outstanding Rights as provided in this Agreement. (b) So long as the Preferred Shares to be issued and delivered upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after the time that the Rights become exercisable, all shares available for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement to become effective as soon as practicable after such filing, (iii) to cause the Registration Statement to continue to be effective (and to include a prospectus complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for the securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable, the exercisability of the Rights in order to prepare and file such 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of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided, however, the Company shall not be required to pay any such tax or charge imposed in connection with the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long as the Preferred Shares to be issued (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and delivered other securities) issuable upon the exercise of the Rights may be listed on the NYSE or on any other national securities exchange or listed or admitted to trading on any national securities exchangethe Nasdaq Stock Market, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed on the NYSE or such other exchange or listed or admitted to trading on such exchange the Nasdaq Stock Market upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts to, if then necessary to permit the issuance of Preferred Shares (or and following the time that a Person first becomes an Acquiring Person, shares of Common Shares or Stock and other securities, as the case may be) upon the exercise of Rights, register and qualify such Preferred Shares (and following the Company shall use its best efforts: (itime that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be , keep such registration and qualifications effective (and to include a prospectus complying with 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 the securities covered by the Registration Statement and (B) the Final Expiration Date, and and comply with any requirements of the NYSE (iv) to take as soon as practicable or the Nasdaq Stock Market or any national securities exchange on which such action as securities may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any listed or admitted for trading) applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)Company. The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such a registration statement under the Securities Act and permit it to become effective, to comply with any applicable state securities or "Blue Sky" laws, or to comply with any requirements of the NYSE applicable to the Company. 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act (if required) shall not have been declared effective, unless an exemption therefrom is availableeffective and any requirements of the NYSE (or the Nasdaq Stock Market or any securities exchange on which such securities may be listed or admitted for trading) applicable to the Company have been satisfied. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities of the Companysecurities) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges that may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any shares of Common Stock or other securities or assets, as the case may besecurities) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the that holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company’s 's reasonable satisfaction that no such tax or charge is due. (f) The Company agrees to provide to the Rights Agent, immediately following the later to occur of an event described in Section 11(a)(i)(B) or Section 13 hereof or the Distribution Date, an opinion of counsel acceptable to the Rights Agent that the Common Stock underlying the Rights have been or are being properly registered under the Securities Act and all securities or "blue sky" laws of the various states, as applicable, or in the alternative, the Rights are not subject to registration under the Securities Act and/or any securities or "blue sky" laws of the various states.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares Shares, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long At such time, if any, as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From The Company will prepare and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesfile, as soon as practicable following expiration of the case may be) upon exercise Company's right of Rightsredemption pursuant to Section 23, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Rights and the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), (ii) on an appropriate form, and use its best efforts to cause the Registration Statement such registration statement to (i) become effective as soon as practicable after such filing, , and (iiiii) to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Final Expiration Date, and (iv) to . The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 90 days from after the date the Rights become exercisableregistration statement is filed, the exercisability of the Rights in order to prepare and file such permit the 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or the exercise thereof shall is not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is availablelaw. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase PricePrice and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities Common Shares or assetspreferred share equivalents, as the case may beif applicable) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it will take all such action as provided in this Agreement. may be necessary to ensure that all Preferred Shares (bor Common Shares and other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and other securities, as the case may be) (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or other securities. So long as the shares of Preferred Shares to be issued and delivered Stock issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) . From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of shares of Preferred Shares (or Common Shares or other securities, as Stock upon the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form register and qualify such shares of Preferred Stock under the Securities Act of 1933, as amended and any applicable state securities or “Blue Sky” laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include with a prospectus complying with 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 the securities covered by the Registration Statement and (B) the Final Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisabledays, the exercisability of the Rights in order to prepare and file such 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. The Company shall provide written notice to the Rights Agent, attaching a copy of any such public announcement, promptly following issuance of such announcement under the immediately preceding sentence. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) . The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges that may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any Common Shares and other securities or assetssecurities, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such tax or charge imposed that may be payable in connection with respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share Shares (or any such Common Shares and other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and other securities as the case may be) upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or the Rights Agent’s satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as provided in this Agreementmay be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (b) So long as the shares of Preferred Shares to be issued Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable and delivered deliverable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as the case may be) upon exercise of Rights, the The Company shall use its best efforts: 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 file be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement on an appropriate form under the Securities Act of 1933, as amended 1933 (the “Securities "Act”"), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, , and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the securities covered by the Registration Statement such securities, and (B) the Expiration Date, and (iv) to date of the expiration of the Rights. The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided, however, the Company shall not be required to pay any such tax or charge imposed in connection with the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares Shares, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long At such time, if any, as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From The Company will prepare and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesfile, as soon as practicable after the case may be) upon exercise of RightsDistribution Date, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities "Act”"), with respect to the Rights and the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), (ii) on an appropriate form, and use its best efforts to cause the Registration Statement such registration statement to (i) become effective as soon as practicable after such filing, , and (iiiii) to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Final Expiration Date, and (iv) to . The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 90 days from after the date the Rights become exercisableregistration statement is filed, the exercisability of the Rights in order to prepare and file such permit the 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or the exercise thereof shall is not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is availablelaw. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase PricePrice and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of the Preferred Shares in a Preferred Share (or any such other securities or assets, as the case may be) to any Person name other than that of the registered holder of the Rights Certificates Right Certificate evidencing the Rights surrendered for exercise. The Company shall not be required , or to issue or to deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange exchange, upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as upon the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form register and qualify such Preferred Shares under the Securities Act of 1933, as amended and any applicable state securities or “Blue Sky” laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. The Company shall notify the Rights Agent in writing whenever it makes a public announcement pursuant to this Section 9(c) and give the Rights Agent a copy of such announcement. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery entry of such Preferred Shares on the register of members of the certificates or depositary receipts therefor Company (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such tax or charge imposed which may be payable in connection with respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the that holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company’s and the Rights Agent’s satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall will cause to be reserved and kept available out of its authorized and unissued Preferred Shares, or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long At such time, if any, as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From The Company will prepare and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesfile, as soon as practicable after the case may be) upon exercise of RightsDistribution Date, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities "Act”"), with respect to the Rights and the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), (ii) on an appropriate form, and use its best efforts to cause the Registration Statement such registration statement to (i) become effective as soon as practicable after such filing, filing and (iiiii) to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Final Expiration Date, and (iv) to . The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 90 days from after the date the Rights become exercisableregistration statement is filed, the exercisability of the Rights in order to prepare and file such permit the 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or the exercise thereof shall is not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is availablelaw. (d) The Company shall will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase PricePrice and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of the Preferred Shares in a Preferred Share (or any such other securities or assets, as the case may be) to any Person name other than that of the registered holder of the Rights Certificates Right Certificate evidencing the Rights surrendered for exercise. The Company shall not be required , or to issue or to deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it will take all such action as provided in this Agreementmay be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (b) So long as the Preferred Shares to be issued (and, following the time that a Person becomes an Acquiring Person, Common Shares and delivered other securities) issuable upon the exercise of the Rights may be listed or admitted to trading on the NYSE or listed on any other national securities exchangeexchange or quotation system, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such the NYSE or listed on any other exchange or quotation system upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or and following the time that a Person first becomes an Acquiring Person, Common Shares or and other securities, as the case may be) upon the exercise of Rights, to register and qualify such shares of Preferred Shares (and following the Company shall use its best efforts: (itime that a Person first becomes an Acquiring Person, Common Shares and other securities) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended and any applicable state securities or “Blue Sky” laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include a prospectus complying with the requirements of the Securities Act) until the earlier of (Ax) the date as of which the Rights are no longer exercisable for the such securities covered by the Registration Statement and (By) the Final Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisableninety (90) days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification or exemption in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act (if required) shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or and, following the time that a Person becomes an Acquiring Person, Common Shares and other securities of the Companysecurities) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or and all federal and state transfer taxes and other tax or charge imposed governmental charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax or other governmental charge imposed which may be payable in connection with respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or other governmental charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of preferred stock or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this Agreement. (b) accordance with Section 7 hereof. So long as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, or quoted on NASDAQ, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange exchange, or quoted on NASDAQ, upon official notice of issuance upon such exercise. (c) . From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as upon the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form register and qualify such Preferred Shares under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) . The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall will cause to be reserved and kept available out of its authorized and unissued Preferred Shares the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long At such time, if any, as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From The Company will prepare and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesfile, as soon as practicable after the case may be) upon exercise of RightsDistribution Date, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities "Act”"), with respect to the Rights and the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), (ii) on an appropriate form, and use its best efforts to cause the Registration Statement such registration statement to (i) become effective as soon as practicable after such filing, , and (iiiii) to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Final Expiration Date, and (iv) to . The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 90 days from after the date the Rights become exercisableregistration statement is filed, the exercisability of the Rights in order to prepare and file such permit the 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or the exercise thereof shall is not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is availablelaw. (d) The Company shall will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase PricePrice and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assetscertificates, as the case may be), or any certificates scrip or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates, scrip or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as provided in this Agreementmay be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable shares. (b) So long as the Preferred Shares to be issued (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) issuable and delivered deliverable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as the case may be) upon exercise of Rights, the The Company shall use its best efforts: efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event in which the consideration to file be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement on an appropriate form under the Securities Act of 1933, as amended 1933 (the “Securities "Act”"), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, , and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the securities covered by the Registration Statement such securities, and (B) the Expiration Date, and (iv) to date of the expiration of the Rights. The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 90 days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such 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 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 if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax or charge imposed which may be payable in connection with respect of any transfer or delivery of Rights Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long as the Preferred Shares to be issued (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and delivered other securities) issuable upon the exercise of the Rights may be listed or admitted to trading on the NASDAQ Stock Market or listed on any national securities exchange, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on the NASDAQ Stock Market or listed on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts to, if then necessary to permit the issuance of Preferred Shares (or and following the time that a Person first becomes an Acquiring Person, shares of Common Shares or Stock and other securities, as the case may be) upon the exercise of Rights, register and qualify such Preferred Shares (and following the Company shall use its best efforts: (itime that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be , keep such registration and qualifications effective (and to include a prospectus complying with 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 the securities covered by the Registration Statement and (B) the Final Expiration Date, and and comply with any requirements of the NASDAQ Stock Market (iv) to take as soon as practicable or any national securities exchange on which such action as securities may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any listed for trading) applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)Company. The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such a registration statement under the Securities Act and permit it to become effective, to comply with any applicable state securities or "Blue Sky" laws, or to comply with any requirements of the NASDAQ Stock Market applicable to the Company. 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act (if required) shall not have been declared effective, unless an exemption therefrom is availableeffective and any requirements of the NASDAQ Stock Market (or any national securities exchange on which such securities may be listed for trading) applicable to the Company have been satisfied. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities of the Companysecurities) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any shares of Common Stock or other securities or assets, as the case may besecurities) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the that holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company’s 's reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that, from and after such time as the Rights become exercisable, it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or other securities or any Preferred Shares or other securities held in its treasury, the number of Preferred Shares or shares of other securities that, as provided in this Agreement (including Section 11(a)(iii) hereof), will be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company shall not be required to reserve and keep available Preferred Shares or other securities sufficient to permit the exercise in full of all outstanding Rights as provided in this Agreementpursuant to the provisions of Section 11 or Section 13 hereof until the time that any Person becomes an Acquiring Person. (b) So long as the Preferred Shares to be issued and delivered or other securities issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, or quoted on NASDAQ, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange exchange, or quoted on NASDAQ, upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or Common Shares or and/or other securities, as securities upon the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form register and qualify such Preferred Shares under the Securities Act of 1933, as amended and any applicable state securities or “Blue Sky” laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or and/or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any and/or other securities or assetssecurities, as the case may be) , upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a certificates or depositary receipts for the Preferred Share (or any Shares and/or other securities or assetssecurities, as the case may be), or any certificates or depositary receipts for such Units of a Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares and/or other securities, as the case may be, upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the that 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 or charge is due.

Availability of Preferred Shares. (a) The Company shall Brillian covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of preferred stock or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. Brillian covenants and agrees that it will take all such action as provided in this Agreement. may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (b) subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. So long as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company or quoted on NASDAQ, Brillian shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange exchange, or quoted on NASDAQ, upon official notice of issuance upon such exercise. (c) . From and after such time as the Rights become exercisable, Brillian shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as upon the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form register and qualify such Preferred Shares under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company Brillian may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company Brillian 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take . Brillian further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. Brillian shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 Brillian's reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall will cause to be reserved and kept available out of its authorized and unissued Preferred Shares the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long At such time, if any, as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From The Company will prepare and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesfile, as soon as practicable after the case may be) upon exercise of RightsDistribution Date, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities "Act”"), with respect to the Rights and the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), (ii) on an appropriate form, and use its best efforts to cause the Registration Statement such registration statement to (i) become effective as soon as practicable after such filing, , and (iiiii) to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Final Expiration Date, and (iv) to . The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 90 days from after the date the Rights become exercisableregistration statement is filed, the exercisability of the Rights in order to prepare and file such permit the 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or the exercise thereof shall is not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is availablelaw. (d) The Company shall will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase PricePrice and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of the Preferred Shares in a Preferred Share (or any such other securities or assets, as the case may be) to any Person name other than that of the registered holder of the Rights Certificates Right Certificate evidencing the Rights surrendered for exercise. The Company shall not be required , or to issue or to deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose, or any Preferred Shares held in its treasury (and, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), out of its authorized and unissued Preferred Shares shares of Common Stock and/or other securities), the number of Preferred Shares (and, following the occurrence of any such event, Common Stock and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So If the Preferred Shares (or, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), the Common Shares and/or other securities) are at any time listed on a national securities exchange or included for quotation on any transaction reporting system, then so long as the Preferred Shares to be issued (and, following the occurrence of any such event described in Section 11(a)(ii) or Section 13(a), the Common Shares and/or other securities) issuable and delivered deliverable upon the exercise of the Rights may be listed on such exchange or admitted to trading included for quotation on any national securities exchangesuch transaction reporting system, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange or included for quotation on any such transaction reporting system upon official notice of issuance upon such exercise. (c) From and The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after such time as the first occurrence of an event described in Section 11(a)(ii) in which the consideration to be delivered by the Company upon exercise of the Rights become exercisablehas been determined in accordance with Section 11(a)(iv) hereof, if then necessary to permit or as soon as is required by law following the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition date of securities upon exercise expiration of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)Rights. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating stating, and notify the Rights Agent, that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if jurisdiction, unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof or an exemption therefrom shall not be permitted under applicable law or available and until a registration statement under the Securities Act shall not have has been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the original issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), out of its authorized and unissued Preferred Shares shares of Common Stock and/or other securities), the number of Preferred Shares (and, following the occurrence of any such event, Common Stock and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So If the Preferred Shares (or, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), the Common Shares and/or other securities) are at any time listed on a national securities exchange, then so long as the Preferred Shares to be issued (and, following the occurrence of any such event, Common Shares and/or other securities) issuable and delivered deliverable upon the exercise of the Rights may be listed or admitted to trading on any national securities such exchange, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after such time as the first occurrence of an event described in Section 11(a)(ii) in which the consideration to be delivered by the Company upon exercise of the Rights become exercisablehas been determined in accordance with Section 11(a)(iv) hereof, if then necessary to permit or as soon as is required by law following the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition date of securities upon exercise expiration of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)Rights. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating stating, and notify the Rights Agent, that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if jurisdiction, unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof or an exemption therefrom shall not be permitted under applicable law or available and until a registration statement under the Securities Act shall not have has been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of preferred stock or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in accordance with this Agreement. . The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (b) subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. So long as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, or quoted on NASDAQ, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange exchange, or quoted on NASDAQ, upon official notice of issuance upon such exercise. (c) . From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as upon the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form register and qualify such Preferred Shares under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section and give the Rights Agent a copy of such announcement. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) . The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as taxes and governmental charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such tax or charge imposed which may be payable in connection with respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it will take all such action as provided in this Agreementmay be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly authorized, validly issued, fully paid and nonassessable shares. (b) So long as the Preferred Shares to be issued and delivered upon the exercise of the Rights may be listed or admitted to trading on any national securities exchangeIf then required by law, the Company shall use its reasonable best efforts (i) as soon as practicable following an event described in Section 11(a)(ii) as to cause, from and after which the time that consideration to be delivered by the Company upon exercise of the Rights become exercisablehas been determined in accordance with this Agreement, all shares available for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as soon as is required by law following the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), Rights, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, , and (iii) to cause the Registration Statement such registration statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and (B) the Final Expiration Date. If then required by law, and (iv) the Company shall also use its reasonable best efforts to take as soon as practicable such action as may be required necessary or appropriate under, or to ensure that any acquisition of securities upon exercise of compliance with, the Rights complies with any applicable state securities or “blue sky” laws (to of the extent exemptions therefrom are not available)various states in connection with the exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 one hundred and twenty (120) days from after the date the Rights become exercisablefirst occurrence of an event described in Section 11(a)(ii), the exercisability of the Rights in order to prepare and file such registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement (and shall provide written notice to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement announcement, in each case with written notice to the Rights Agent, at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall of such Rights is not be permitted under applicable law, or if required by law or a registration statement under the Securities Act shall has not have been declared effective, unless an exemption therefrom is available. (dc) The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as provided in this Agreementmay be necessary to ensure that all Preferred Shares (and following the time that a Person becomes an Acquiring Person, Common Shares and other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (b) So long as the shares of Preferred Stock (and, following the time that a Person becomes an Acquiring Person, Common Shares to be issued and/or other securities) issuable and delivered deliverable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of shares of Preferred Shares Stock (or and following the time that a Person first becomes an Acquiring Person, Common Shares or and other securities, as the case may be) upon the exercise of Rights, to register and qualify such shares of Preferred Stock (and following the Company shall use its best efforts: (itime that a Person first becomes an Acquiring Person, Common Shares and other securities) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include a prospectus complying with 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 the securities covered by the Registration Statement and (B) the Final Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act (if required) shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax or charge imposed which may be payable in connection with respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long At such time, if any, as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From The Company will prepare and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesfile, as soon as practicable after the case may be) upon exercise of RightsDistribution Date, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities "Act”"), with respect to the Rights and the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), (ii) on an appropriate form, and use its best efforts to cause the Registration Statement such registration statement to (i) become effective as soon as practicable after such filing, , and (iiiii) to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Final Expiration Date, and (iv) to . The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 90 days from after the date the Rights become exercisableregistration statement is filed, the exercisability of the Rights in order to prepare and file such permit the 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or the exercise thereof shall is not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is availablelaw. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase PricePrice and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assetscertificates, as the case may be), or any certificates scrip or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates, scrip or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long as the Preferred Shares to be issued (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and delivered other securities) issuable upon the exercise of the Rights may be listed on the NYSE or on any other national securities exchange or listed or admitted to trading on any national securities exchangethe NASDAQ Stock Market, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed on the NYSE or such other exchange or listed or admitted to trading on such exchange the NASDAQ Stock Market upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts to, if then necessary to permit the issuance of Preferred Shares (or and following the time that a Person first becomes an Acquiring Person, shares of Common Shares or Stock and other securities, as the case may be) upon the exercise of Rights, register and qualify such Preferred Shares (and following the Company shall use its best efforts: (itime that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be , keep such registration and qualifications effective (and to include a prospectus complying with 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 the securities covered by the Registration Statement and (B) the Final Expiration Date, and and comply with any requirements of the NYSE (iv) to take as soon as practicable or the NASDAQ Stock Market or any national securities exchange on which such action as securities may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any listed or admitted for trading) applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)Company. The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such a registration statement under the Securities Act and permit it to become effective, to comply with any applicable state securities or "Blue Sky" laws, or to comply with any requirements of the NYSE applicable to the Company. 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act (if required) shall not have been declared effective, unless an exemption therefrom is availableeffective and any requirements of the NYSE (or the NASDAQ Stock Market or any securities exchange on which such securities may be listed or admitted for trading) applicable to the Company have been satisfied. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities of the Companysecurities) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any shares of Common Stock or other securities or assets, as the case may besecurities) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the that holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company’s 's reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall will cause to be reserved and kept available out of its authorized and unissued Preferred Shares the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long At such time, if any, as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From The Company will prepare and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesfile, as soon as practicable after the case may be) upon exercise of RightsDistribution Date, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities "Act”"), with respect to the Rights and the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), (ii) on an appropriate form, and use its best efforts to cause the Registration Statement such registration statement to (i) become effective as soon as practicable after such filing, filing and (iiiii) to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Final Expiration Date, and (iv) to . The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 90 days from after the date the Rights become exercisableregistration statement is filed, the exercisability of the Rights in order to prepare and file such permit the 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or the exercise thereof shall is not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is availablelaw. (d) The Company shall will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase PricePrice and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of the Preferred Shares in a Preferred Share (or any such other securities or assets, as the case may be) to any Person name other than that of the registered holder of the Rights Certificates Right Certificate evidencing the Rights surrendered for exercise. The Company shall not be required , or to issue or to deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall Trust covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Trust covenants and agrees that --------- it will take all such action as provided in this Agreementmay be necessary to ensure that all Common Shares and/or Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (b) So long as the Common Shares and/or Preferred Shares to be issued issuable and delivered deliverable upon the exercise of the Rights may be listed or admitted to trading traded on any national securities exchangeexchange or automated quotation system, the Company Trust shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available Common Shares and/or Preferred Shares reserved for such issuance to be listed or admitted to trading on such exchange or automated quotation system upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as the case may be) upon exercise of Rights, the Company The Trust shall use its best efforts: efforts to (i) to file file, as soon as practicable following the earliest date after the first occurrence of an event under Subsection 11(a)(ii), a registration statement on an appropriate form under the Securities Act of 1933Act, as amended (the “Securities Act”), -------------------- with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, (iii) to cause the Registration Statement to continue to be effective (and to include with a prospectus complying with 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 the securities covered by the Registration Statement such securities, and (B) the Expiration Date, and (iv) to date of the expiration of the Rights. The Trust will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company Trust may temporarily suspend, for a period of time not to exceed 120 ninety (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Subsection 9(c), the exercisability of the Rights in order to prepare --------------- and file such registration statement under the Securities Act and permit it to become effective. The Trust will notify the Rights Agent of any such suspension. Upon any such suspension, the Company Trust 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 addition, if the Trust shall determine that a registration statement is required following the Distribution Date, the Trust 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 if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is availablelaw. (d) The Company shall take From and after the Distribution Date, the Trust further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Right Certificates or of any Common Shares and/or Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Trust shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Common Shares and/or Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares and/or Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 Trust's reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it will take all such action as provided in this Agreementmay be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly authorized, validly issued, fully paid and nonassessable shares. (b) So long as the Preferred Shares to be issued and delivered upon the exercise of the Rights may be listed or admitted to trading on any national securities exchangeIf then required by law, the Company shall use its best efforts (i) as soon as practicable following an event described in Section 11(a)(ii) as to cause, from and after which the time that consideration to be delivered by the Company upon exercise of the Rights become exercisablehas been determined in accordance with this Agreement, all shares available for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as soon as is required by law following the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), Rights, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, , and (iii) to cause the Registration Statement such registration statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and (B) the Final Expiration Date. If then required by law, and (iv) the Company shall also use its best efforts to take as soon as practicable such action as may be required necessary or appropriate under, or to ensure that any acquisition of securities upon exercise of compliance with, the Rights complies with any applicable state securities or “blue sky” laws (to of the extent exemptions therefrom are not available)various states in connection with the exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 one hundred and twenty (120) days from after the date the Rights become exercisablefirst occurrence of an event described in Section 11(a)(ii), the exercisability of the Rights in order to prepare and file such registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement (and shall provide written notice to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement announcement, in each case with written notice to the Rights Agent, at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the unless any requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be of such Rights is permitted under applicable law, and if required by law or a registration statement under the Securities Act shall not have has been declared effective, unless an exemption therefrom is available. (dc) The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this Agreementaccordance with Section 7. (b) So long as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on the New York Stock Exchange or any other national securities exchange, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available Preferred Shares reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisableDistribution Date, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as upon the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form register and qualify Preferred Shares under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include a prospectus complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for the securities covered by the Registration Statement Preferred Shares and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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, suspended as well as a public announcement at such time as the suspension is no longer in effect, in each case with simultaneous written notice to the Rights Agent. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act (if required) shall not have been declared effective, unless an exemption therefrom . The Rights Agent may assume that any Right exercised is availablepermitted to be exercised under applicable law and shall have no liability for acting in reliance upon such assumption. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long as the Preferred Shares to be issued (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and delivered other securities) issuable upon the exercise of the Rights may be listed or admitted to trading on the NASDAQ Stock Market or listed on any national securities exchange, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on the NASDAQ Stock Market or listed on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts to, if then necessary to permit the issuance of Preferred Shares (or and following the time that a Person first becomes an Acquiring Person, shares of Common Shares or Stock and other securities, as the case may be) upon the exercise of Rights, register and qualify such Preferred Shares (and following the Company shall use its best efforts: (itime that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be , keep such registration and qualifications effective (and to include a prospectus complying with 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 the securities covered by the Registration Statement and (B) the Final Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that and comply with any acquisition of securities upon exercise requirements of the Rights complies with any NASDAQ Stock Market applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)Company. The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such a registration statement under the Securities Act and permit it to become effective, to comply with any applicable state securities or "Blue Sky" laws, or to comply with any requirements of the NASDAQ Stock Market applicable to the Company. 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act (if required) shall not have been declared effective, unless an exemption therefrom is availableeffective and any requirements of the NASDAQ Stock Market applicable to the Company have been satisfied. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities of the Companysecurities) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any shares of Common Stock or other securities or assets, as the case may besecurities) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the that holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company’s 's reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as upon the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form register and qualify such Preferred Shares under the Securities Act of 1933, as amended and any applicable state securities or “Blue Sky” laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the that 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 or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), out of its authorized and unissued Preferred Shares shares of Common Stock and/or other securities), the number of Preferred Shares (and, following the occurrence of any such event, Common Stock and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So If the Preferred Shares (or, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), the Common Shares and/or other securities) are at any time listed on a national securities exchange or included for quotation on any transaction reporting system, then so long as the Preferred Shares to be issued (and, following the occurrence of any such event, Common Shares and/or other securities) issuable and delivered deliverable upon the exercise of the Rights may be listed on such exchange or admitted to trading included for quotation on any national securities exchangesuch transaction reporting system, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange or included for quotation on any such transaction reporting system upon official notice of issuance upon such exercise. (c) From and The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after such time as the first occurrence of an event described in Section 11(a)(ii) in which the consideration to be delivered by the Company upon exercise of the Rights become exercisablehas been determined in accordance with Section 11(a)(iv) hereof, if then necessary to permit or as soon as is required by law following the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition date of securities upon exercise expiration of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)Rights. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating stating, and notify the Rights Agent, that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if jurisdiction, unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof or an exemption therefrom shall not be permitted under applicable law or available and until a registration statement under the Securities Act shall not have has been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this Agreementaccordance with Section 7 hereof. (b) So long as the Preferred Shares to be issued and delivered upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the The Company shall use its reasonable best efforts to cause(i) file, from as soon as practicable following the earliest date after any Person, alone or together with its Affiliates and after Associates, becomes an Acquiring Person, or as soon as is required by law following the time that the Rights become exercisable, all shares available for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”)amended, with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, , and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the securities covered by the Registration Statement such securities, and (B) the Expiration Date, and (iv) to date of the expiration of the Rights. The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of securities upon exercise of compliance with, the Rights complies with any applicable state securities or “blue sky” laws (to of the extent exemptions therefrom are not available)various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(b), the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (dc) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (ed) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a Preferred Share (or any such other securities or assets, as entries in the case may be) to any Person other than the registered holder book-entry account system of the Rights Certificates evidencing transfer agent for the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates for Preferred Shares or depositary receipts or entries in the book-entry account system of the transfer agent for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as provided in this Agreementmay be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (b) So long as the Preferred Shares to be issued and delivered upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the The Company shall use its best efforts (i) to causefile, from and as soon as practicable following the earliest date after the time that occurrence of a Flip-In Event on which the consideration to be delivered by the Company upon exercise of the Rights become exercisablehas been determined in accordance with Section 11(a)(iii) hereof, all shares available for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as soon as is required by law following the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended 1933 (the “Securities "Act”"), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, , and (iii) to cause the Registration Statement such registration statement to continue to be remain effective (and to include with a prospectus complying with 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 the securities covered by the Registration Statement such securities, and (B) the Expiration Date, and (iv) to date of the expiration of the Rights. The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(b), the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided, however, the Company shall not be required to pay any such tax or charge imposed in connection with the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or charge is due.become

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as provided in this Agreementmay be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (b) So long as the shares of Preferred Shares to be issued Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and delivered other securities) issuable upon the exercise of the Rights may be listed or admitted to trading on the NYSE or listed on any other national securities exchangeexchange or quotation system, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise.listed (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of shares of Preferred Shares Stock (or and following the time that a Person first becomes an Acquiring Person, shares of Common Shares or Stock and other securities, as the case may be) upon the exercise of Rights, to register and qualify such shares of Preferred Stock (and following the Company shall use its best efforts: (itime that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include a prospectus complying with 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 the securities covered by the Registration Statement and (B) the Final Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act (if required) shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided, however, the Company shall not be required to pay any such tax or charge imposed in connection with the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or charge is due.issuance

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as provided in this Agreementmay be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (b) So long as the shares of Preferred Shares to be issued Stock (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) issuable and delivered deliverable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as the case may be) upon exercise of Rights, the The Company shall use its best efforts: efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event in which the consideration to file be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement on an appropriate form under the Securities Act of 1933, as amended 1933 (the “Securities "Act”"), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, , and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the securities covered by the Registration Statement such securities, and (B) the Expiration Date, and (iv) to date of the expiration of the Rights. The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such 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 effecteffect (with prompt notice to the Rights Agent of such announcements). 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 if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax or charge imposed which may be payable in connection with respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this Agreementaccordance with Section 7. (b) So long as the of Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, or quoted on NASDAQ, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange exchange, or quoted on NASDAQ, upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as upon the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form register and qualify such Preferred Shares under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the 21 17 exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) nonassessable shares. The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares (to the extent available and subject to Section 11(a)(iii) herein) that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long At such time, if any, as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on the Nasdaq Stock Market or listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that the Board of Directors determines that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such the Nasdaq Stock Market or listed on any other exchange upon official notice of issuance upon such exercise. (c) From The Company may prepare and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesfile, as soon as practicable after the case may be) upon exercise of RightsDistribution Date, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities "Act”"), with respect to the Rights and the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), (ii) on an appropriate form, and use its best efforts to cause the Registration Statement such registration statement to (i) become effective as soon as practicable after such filing, filing and (iiiii) to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Final Expiration Date, and (iv) to . The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. The Company shall provide promptly a copy of all such announcements to the Rights Agent. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act (if required) shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or and, following the time that a Person becomes an Acquiring Person, other securities of securities, as the Companycase may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may besecurities) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such tax or charge imposed which may be payable in connection with respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share Shares (or any such other securities or assets, as the case may besecurities) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates, scrip or depositary receipts for Preferred Shares (or other securities) upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the that holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company’s 's reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long as the Preferred Shares to be issued (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and delivered other securities) issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchangethe NMS, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed on the NMS or such other exchange or admitted to trading on such exchange the NMS upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts to, if then necessary to permit the issuance of Preferred Shares (or and following the time that a Person first becomes an Acquiring Person, shares of Common Shares or Stock and other securities, as the case may be) upon the exercise of Rights, register and qualify such Preferred Shares (and following the Company shall use its best efforts: (itime that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be , keep such registration and qualifications effective (and to include a prospectus complying with 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 the securities covered by the Registration Statement and (B) the Final Expiration Date, and and comply with any requirements of the NMS (iv) to take as soon as practicable or any national securities exchange on which such action as securities may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any listed or admitted for trading) applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)Company. The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such a registration statement under the Securities Act and permit it to become effective, to comply with any applicable state securities or "Blue Sky" laws, or to comply with any requirements of the NMS applicable to the Company. 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act (if required) shall not have been declared effectiveeffective and any requirements of the NMS or any securities exchange on which such securities may be listed or admitted for trading, unless an exemption therefrom is availableapplicable to the Company have been satisfied. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and other securities of the Companysecurities) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any shares of Common Stock or other securities or assets, as the case may besecurities) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the that holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company’s 's reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose, or any Preferred Shares held in its treasury (and, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), out of its authorized and unissued Preferred Shares shares of Common Stock and/or other securities), the number of Preferred Shares (and, following the occurrence of any such event, Common Stock and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So If the Preferred Shares (or, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), the Common Shares and/or other securities) are at any time listed on a national securities exchange or included for quotation on any transaction reporting system, then so long as the Preferred Shares to be issued and delivered upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange(and, the 7 (c) The Company shall use its best efforts to cause(i) file, from and as soon as practicable following the earliest date after the time that first occurrence of an event described in Section 11(a)(ii) in which the consideration to be delivered by the Company upon exercise of the Rights become exercisablehas been determined in accordance with Section 11(a)(iv) hereof, all shares available for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as soon as is required by law following the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition date of securities upon exercise expiration of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)Rights. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating stating, and notify the Rights Agent, that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if jurisdiction, unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof or an exemption therefrom shall not be permitted under applicable law or available and until a registration statement under the Securities Act shall not have has been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as provided in this Agreementmay be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (b) So long as the Preferred Shares to be issued (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and delivered other securities) issuable upon the exercise of the Rights may be listed or admitted to trading on Nasdaq or listed on any other national securities exchangeexchange or quotation system, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such Nasdaq or listed on any other exchange or quotation system upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or and following the time that a Person first becomes an Acquiring Person, shares of Common Shares or Stock and other securities, as the case may be) upon the exercise of Rights, to register and qualify such Preferred Shares (and following the Company shall use its best efforts: (itime that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include a prospectus complying with 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 the securities covered by the Registration Statement and (B) the Final Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act (if required) shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due. (e) The Company agrees to provide to the Rights Agent, immediately following the later to occur of an event described in Section 11(a)(i)(B) or Section 13 hereof or the Distribution Date, an opinion of counsel acceptable to the Rights Agent that the shares of Common Stock underlying the Rights have been or are being properly registered under the Securities Act and all securities or "blue sky" laws of the various states, as applicable, or in the alternative, the Rights are not subject to the registration under the Securities Act and/or any securities or "blue sky" laws of the various states.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose, or any Preferred Shares held in its treasury (and, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), out of its authorized and unissued Preferred Shares shares of Common Stock and/or other securities), the number of Preferred Shares (and, following the occurrence of any such event, Common Stock and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So If the Preferred Shares (or, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), the Common Shares and/or other securities) are at any time listed on a national securities exchange or included for quotation on any transaction reporting system, then so long as the Preferred Shares to be issued (and, following the occurrence of any such event described in Section 11{a){ii) or Section 13(a), the Common Shares and/or other securities) issuable and delivered deliverable upon the exercise of the Rights may be listed on such exchange or admitted to trading included for quotation on any national securities exchangesuch transaction reporting system, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange or included for quotation on any such transaction reporting system upon official notice of issuance upon such exercise. (c) From and The Company shall use its best efforts to (i} file, as soon as practicable following the earliest date after such time as the first occurrence of an event described in Section 11(a)(ii) in which the consideration to be delivered by the Company upon exercise of the Rights become exercisablehas been determined in accordance with Section 11(a)(iv) hereof, if then necessary to permit or as soon as is required by law following the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition date of securities upon exercise expiration of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)Rights. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating stating, and notify the Rights Agent, that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if jurisdiction, unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof or an exemption therefrom shall not be permitted under applicable law or available and until a registration statement under the Securities Act shall not have has been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the original issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as provided in this Agreementmay be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (b) So long as the shares of Preferred Shares to be issued Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable and delivered deliverable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as the case may be) upon exercise of Rights, the The Company shall use its best efforts: 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 file be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement on an appropriate form under the Securities Act of 1933, as amended 1933 (the “Securities "Act”"), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, , and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the securities covered by the Registration Statement such securities, and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise date of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable, the exercisability expiration of the Rights in order to prepare and file such registration statement under the Securities Act and permit it to become effectiveRights. 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided, however, the Company shall not be required to pay any such tax or charge imposed in connection with the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or charge is due.The

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So If and so long as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as upon the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form register and qualify such Preferred Shares under the Securities Act of 1933, as amended and any applicable state securities or “Blue Sky” laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that (x) all Preferred Shares (or other securities of the Company) that are represented by certificates delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid outstanding shares and nonassessable(y) all uncertificated Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid outstanding shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share Shares (or registration in Book Entry of any such other securities or assets, as the case may bePreferred Shares) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares (or registration in Book Entry of any Preferred Shares) upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the that 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 or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares Shares, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So long At such time, if any, as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From The Company will prepare and after such time as the Rights become exercisable, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securitiesfile, as soon as practicable following expiration of the case may be) upon exercise Company’s right of Rightsredemption pursuant to Section 23, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Rights and the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), (ii) on an appropriate form, and use its best efforts to cause the Registration Statement such registration statement to (i) become effective as soon as practicable after such filing, , and (iiiii) to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Final Expiration Date, and (iv) to . The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of securities upon exercise of compliance with, the Rights complies with any applicable state securities or “blue sky” laws (to of the extent exemptions therefrom are not available)various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 90 days from after the date the Rights become exercisableregistration statement is filed, the exercisability of the Rights in order to prepare and file such permit the 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or the exercise thereof shall is not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is availablelaw. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase PricePrice and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities Common Shares or assetspreferred share equivalents, as the case may beif applicable) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as provided in this Agreement.may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall at the time of delivery of the certificates for such (b) So long as the shares of Preferred Shares to be issued Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and delivered other securities) issuable upon the exercise of the Rights may be listed or admitted to trading on the NYSE or listed on any other national securities exchangeexchange or quotation system, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on the NYSE or listed on any other such exchange or quotation system, as the case may be, upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of shares of Preferred Shares Stock (or and following the time that a Person first becomes an Acquiring Person, shares of Common Shares or Stock and other securities, as the case may be) upon the exercise of Rights, to register and qualify such shares of Preferred Stock (and following the Company shall use its best efforts: (itime that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include a prospectus complying with 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 the securities covered by the Registration Statement and (B) the Final Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available.the (d) The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), out of its authorized and unissued Preferred Shares shares of Common Stock and/or other securities), the number of Preferred Shares (and, following the occurrence of any such event, Common Stock and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So If the Preferred Shares (or, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), the Common Shares and/or other securities) are at any time listed on a national securities exchange or included for quotation on any transaction reporting system, then so long as the Preferred Shares to be issued (and, following the occurrence of any such event, Common Shares and/or other securities) issuable and delivered deliverable upon the exercise of the Rights may be listed on such exchange or admitted to trading included for quotation on any national securities exchangesuch transaction reporting system, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange or included for quotation on any such transaction reporting system upon official notice of issuance upon such exercise. (c) From and The Company shall use its best efforts to: (i) file, as soon as practicable following the earliest date after such time as the first occurrence of an event described in Section 11(a)(ii) in which the consideration to be delivered by the Company upon exercise of the Rights become exercisablehas been determined in accordance with Section 11(a)(iv) hereof, if then necessary to permit or as soon as is required by law following the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form; (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, ; and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition date of securities upon exercise expiration of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)Rights. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided, however, the Company shall not be required to pay any such tax or charge imposed in connection with the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or charge is due.public

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this Agreementaccordance with Section 7. (b) So long as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, or quoted on NASDAQ, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange exchange, or quoted on NASDAQ, upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as upon the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form register and qualify such Preferred Shares under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) nonassessable shares. The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Subject to the Company's rights under Section 11(a)(iii) hereof to otherwise fulfill its obligations hereunder, the Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this Agreement. (b) So long as the accordance with Section 7; provided, however, that such action need not be taken with respect to Preferred Shares to be issued and delivered (or other securities) issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, the Company shall use its best efforts to cause, from and after the time that the Rights become exercisable, all shares available for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) From and until after such time as the Rights become exercisable, if then necessary and with respect to permit the issuance of Preferred Common Shares (or Common Shares or other securities) issuable upon occurrence of a Section 11(a)(ii) Event or a Section 13 Event, hereunder. (b) The Company shall use its best efforts to (i) file, as soon as is practicable following the earliest date after the first occurrence of an event under Section 11(a)(ii) or Section 13 hereunder, in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Final Expiration Date, and (iv) to . The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states and other appropriate jurisdictions in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement under the Securities Act and permit it to become effective and to take such actions under such other securities or blue sky laws and permit them 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or the exercise thereof shall not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (dc) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (ed) The Company shall further covenants and agrees that, subject to Sections 6 and 7(c), it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this Agreementaccordance with Section 7. (b) So long as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, or quoted on NASDAQ, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange exchange, or quoted on NASDAQ, upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as upon the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form register and qualify such Preferred Shares under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) nonassessable shares. The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights as provided in accordance with this Agreement. The Company will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (b) So long as the Preferred Shares to be issued Company's capital stock and delivered other securities issuable and deliverable upon the exercise of the Rights may be listed or admitted to trading traded on any national securities exchangeexchange or inter-dealer quotation system, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available the Company's capital stock and other securities reserved for such issuance to be listed or admitted to trading on such exchange or inter-dealer quotation system upon official notice of issuance upon such exercise. (c) From and The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after such time as the first occurrence of an event described in the first sentence of Section 11(a)(ii) hereof on which the consideration to be delivered by the Company upon exercise of the Rights become exercisablehas been determined pursuant to this Agreement, if then necessary to permit or as soon as is required by law following the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to the Company's capital stock and other securities that may be acquired issuable and deliverable upon the exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, , and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the securities covered by the Registration Statement and such capital stock or securities, or (B) the Expiration Date, and (iv) to . The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of compliance with, the securities upon exercise or "blue sky" laws of the Rights complies various states in connection with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 ninety days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite registration or qualification in under the securities or "blue sky" laws of such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) 's capital stock issued and delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase PricePrice and compliance with all other applicable provisions of this Agreement), be duly and validly authorized and issued and issued, fully paid and nonassessable. (e) The Company shall will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state taxes and governmental charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (debt or any other equity securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such tax or governmental charge imposed which may be payable in connection with respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for such securities upon the exercise of any Rights until any such tax or governmental charge shall have been paid (any such tax or governmental charge 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 reasonable satisfaction that no such tax or governmental charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as provided in this Agreementmay be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (b) So long as the Preferred Shares to be issued (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and delivered other securities) issuable upon the exercise of the Rights may be listed or admitted to trading on the NYSE or listed on any other national securities exchangeexchange or quotation system, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such the NYSE or listed on any other exchange or quotation system upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or and following the time that a Person first becomes an Acquiring Person, shares of Common Shares or Stock and other securities, as the case may be) upon the exercise of Rights, to register and qualify such Preferred Shares (and following the Company shall use its best efforts: (itime that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include a prospectus complying with 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 the securities covered by the Registration Statement and (B) the Final Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act (if required) shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as provided in this Agreementmay be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (b) So long as the shares of Preferred Shares to be issued Stock (and, following the time that a Person becomes an Acquiring Person, shares of Common Stock and delivered other securities) issuable upon the exercise of the 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 the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on any such exchange or quotation system upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of shares of Preferred Shares Stock (or and following the time that a Person first becomes an Acquiring Person, shares of Common Shares or Stock and other securities, as the case may be) upon the exercise of Rights, to register and qualify such shares of Preferred Stock (and following the Company shall use its best efforts: (itime that a Person first becomes an Acquiring Person, shares of Common Stock and other securities) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable possible after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include a prospectus complying with 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 the securities covered by the Registration Statement and (B) the Final Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act (if required) shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall will cause to be reserved and kept available out of its authorized and unissued Preferred Shares (and, following the occurrence of a Section 11(a)(ii) Event, out of its authorized and unissued Common Shares and/or other securities, as applicable), the number of Preferred Shares (and/or, following the occurrence of a Section 11(a)(ii) Event, the number of Common Shares and/or other securities, as applicable) that will be sufficient to permit the exercise in full of all outstanding Rights as provided in accordance with this Agreement. The Company will take all such action as may be necessary to ensure that all Preferred Shares (and, following the occurrence of a Section 11(a)(ii) Event, Common Shares and/or other securities, as applicable) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (and/or following the occurrence of a Section 11(a)(ii) Event, Common Shares and/or other securities, as applicable), subject to payment of the Purchase Price, be duly and validly authorized and issued and fully paid and nonassessable shares. (b) So long as the Preferred Shares to be issued Company’s capital stock and delivered other securities issuable and deliverable upon the exercise of the Rights may be listed or admitted to trading traded on any national securities exchangestock exchange or inter-dealer quotation system, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that the Board of Directors determines that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available the Company’s capital stock and other securities reserved for such issuance to be listed or admitted to trading on such exchange or inter-dealer quotation system upon official notice of issuance upon such exercise. (c) From and The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after such time as the first occurrence of an event described in the first sentence of Section 11(a)(ii) hereof on which the consideration to be delivered by the Company upon exercise of the Rights become exercisablehas been determined pursuant to this Agreement, if then necessary to permit or as soon as is required by law following the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Company’s capital stock and other securities that may be acquired issuable and deliverable upon the exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, , and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the securities covered by the Registration Statement and such capital stock or securities, or (B) the Expiration Date, and (iv) to . The Company will also take as soon as practicable such action as may be required appropriate under, or to ensure that any acquisition of securities upon exercise of compliance with, the Rights complies with any applicable state securities or “blue sky” laws (to of the extent exemptions therefrom are not available)various states in connection with the exercisability of the Rights. The Company may may, by issuing a public announcement, temporarily suspend, for a period of time not to exceed 120 ninety (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such 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. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section 9(c) and give the Rights Agent a copy of such announcement. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite registration or qualification in under the securities or “blue sky” laws of such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) The Company shall will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) ’s capital stock issued and delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase PricePrice and compliance with all other applicable provisions of this Agreement), be duly and validly authorized and issued and issued, fully paid and nonassessable. (e) The Company shall will pay when due and payable any documentary, stamp or other tax or charge imposed and all taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such tax or charge imposed which may be payable in connection with respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (Shares or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 or the Rights Agent’s reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued Preferred Shares not reserved for another purpose (and, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), out of its authorized and unissued shares of Common Stock and/or other securities), the number of Preferred Shares (and, following the occurrence of any such event, Common Stock and/or other Securities) that will be sufficient to permit the exercise in full of all outstanding Rights as provided in this AgreementRights. (b) So If the Preferred Shares (or, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), the Common Shares and/or other Securities) are at any time listed on a national securities exchange or included for quotation on any transaction reporting system, then so long as the Preferred Shares to be issued (and, following the occurrence of any such event, Common Shares and/or other securities) issuable and delivered deliverable upon the exercise of the Rights may be listed on such exchange or admitted to trading included for quotation on any national securities exchangesuch transaction reporting system, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange or included for quotation on any such transaction reporting system upon official notice of issuance upon such exercise. (c) From and The Company shall use its best efforts to: (i) file, as soon as practicable following the earliest date after such time as the first occurrence of an event described in Section 11(a)(ii) in which the consideration to be delivered by the Company upon exercise of the Rights become exercisablehas been determined in accordance with Section 11(a)(iv) hereof, if then necessary to permit or as soon as is required by law following the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form; (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, ; and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition date of securities upon exercise expiration of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)Rights. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating stating, and notify the Rights Agent, that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if jurisdiction, unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof or an exemption therefrom shall not be permitted under applicable law or available and until a registration statement under the Securities Act shall not have has been declared effective, unless an exemption therefrom is available. (d) The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessablenonassessable shares. (e) The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect of the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued shares of Preferred Stock not reserved for another purpose (and, following the occurrence of an event described in Section 11(a)(ii) or Section 13(a), out of its authorized and unissued Preferred Shares shares of Common Stock and/or other securities), the number of Preferred Shares (and, following the occurrence of any such event, Common Stock and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights as provided Rights. If the Preferred Shares (or, following the occurrence of an event described in this Agreement. (bSection 11(a)(ii) So or Section 13(a), the Common Shares and/or other securities) are at any time listed on a national securities exchange or included for quotation on any transaction reporting system, then so long as the Preferred Shares to be issued (and, following the occurrence of any such event, Common Shares and/or other securities) issuable and delivered deliverable upon the exercise of the Rights may be listed on such exchange or admitted to trading included for quotation on any national securities exchangesuch transaction reporting system, the Company shall use its best efforts to cause, from and after such time as the time Rights become exercisable (but only to the extent that it is reasonably likely that the Rights become exercisablewill be exercised), all shares available reserved for such issuance to be listed or admitted to trading on such exchange or included for quotation on any such transaction reporting system upon official notice of issuance upon such exercise. . The Company shall use its best efforts to (ci) From and file, as soon as practicable following the earliest date after such time as the first occurrence of an event described in Section 11(a)(ii) in which the consideration to be delivered by the Company upon exercise of the Rights become exercisablehas been determined in accordance with Section 11(a)(iv) hereof, if then necessary to permit or as soon as is required by law following the issuance of Preferred Shares (or Common Shares or other securitiesDistribution Date, as the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the “"Securities Act”"), with respect to the securities that may be acquired purchasable upon exercise of the Rights (the “Registration Statement”), on an appropriate form, (ii) to cause the Registration Statement such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to cause the Registration Statement to continue to be remain effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and or (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition date of securities upon exercise expiration of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available)Rights. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days from after the date set forth in clause (i) of the Rights become exercisablefirst sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating stating, and notify the Rights Agent, that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if jurisdiction, unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof or an exemption therefrom shall not be permitted under applicable law or available and until a registration statement under the Securities Act shall not have has been declared effective, unless an exemption therefrom is available. (d) . The Company shall covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) nonassessable shares. The Company shall further covenants and agrees that it will pay when due and payable any documentary, stamp or other tax or charge imposed and all federal and state transfer taxes and charges which may be payable in connection with respect to the issuance or delivery of the Rights Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect to any transfer or charge imposed in connection with delivery of Rights Certificates to a person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.

Availability of Preferred Shares. (a) The Company shall covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of preferred stock or any Preferred Shares held in its treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it will take all such action as provided in this Agreement. may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (b) subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. So long as the Preferred Shares to be issued and delivered issuable upon the exercise of the Rights may be listed or admitted to trading on any national securities exchange, or quoted on NASDAQ, the Company shall use its best efforts to cause, from and after the such time that as the Rights become exercisable, all shares available reserved for such issuance to be listed or admitted to trading on such exchange exchange, or quoted on NASDAQ, upon official notice of issuance upon such exercise. (c) . From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of Preferred Shares (or Common Shares or other securities, as upon the case may be) upon exercise of Rights, the Company shall use its best efforts: (i) to file a registration statement on an appropriate form register and qualify such Preferred Shares under the Securities Act of 1933, as amended and any applicable state securities or "Blue Sky" laws (to the “Securities Act”extent exemptions therefrom are not available), with respect to the securities that may be acquired upon exercise of the Rights (the “Registration Statement”), (ii) to cause the Registration Statement such registration statement and qualifications to become effective as soon as practicable after such filing, (iii) to cause the Registration Statement to continue to be filing and keep such registration and qualifications effective (and to include with a prospectus complying with 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 the such securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable such action as may be required to ensure that any acquisition of securities upon exercise of the Rights complies with any applicable state securities or “blue sky” laws (to the extent exemptions therefrom are not available). The Company may temporarily suspend, for a period of time not to exceed 120 days from the date the Rights become exercisable90 days, the exercisability of the Rights in order to prepare and file such 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or obtained and until a registration statement under the Securities Act shall not have been declared effective, unless an exemption therefrom is available. (d) . The Company shall take further covenants and agrees that it will pay when due and payable any and all such action as federal and state transfer taxes and charges which may be necessary to ensure that all Preferred Shares (or other securities payable in respect of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates or depositary receipts therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (e) The Company shall pay any documentary, stamp or other tax or charge imposed in connection with the issuance or delivery of the Rights Right Certificates or of any Preferred Shares (or any other securities or assets, as the case may be) upon the exercise of Rights; provided. The Company shall not, however, the Company shall not be required to pay any such transfer tax which may be payable in respect of any transfer or charge imposed in connection with delivery of Right Certificates to a Person other than, or the issuance or delivery of any Units of a Preferred Share (or any other securities or assets, as the case may be), or any certificates or depositary receipts for such Units of a the Preferred Share (or any such other securities or assets, as the case may be) to any Person other than the registered holder of the Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not be required to issue or deliver any certificates or depositary receipts for Units of a Preferred Share (or any other securities or assets, as the case may be) to, or Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge 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 reasonable satisfaction that no such tax or charge is due.