Common use of Company to Reserve Stock; Registration; Listing Clause in Contracts

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of DelawareMissouri, use its best efforts to cause the authorized amount of the Common Stock to be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); providedPROVIDED, howeverHOWEVER, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times from time to time reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, Stock for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable Securities then outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect elects to deliver solely shares of Common Stock to satisfy the conversion of the Debt Securities by delivery of purchased Net Share Amount for all conversions). The Company covenants that all shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Securities will upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 4.08, taxes with respect to the issue thereof. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor use its best efforts to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be quoted on The New York Stock Exchange, the Company will endeavor use its best efforts, if permitted by the rules of The New York Stock Exchange, to have and keep approved for quoting on The New York Stock Exchange (subject to notice of official issuance) all Common Stock issuable upon conversion of the Securities, and the Company will use its best efforts to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal national securities exchange upon upon, or the NASD automated quotation system through, which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Georgia- Pacific Group Stock or Timber Stock, as applicable, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Georgia-Pacific Group Stock or Timber Stock, as applicable, as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Outstanding Securities into such Common Georgia-Pacific Group Stock or Timber Stock, as applicable, at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained herein shall preclude the Company from -------- ------- satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Georgia-Pacific Group Stock or Timber Stock, as applicable, which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of DelawareGeorgia, use its best efforts to cause the authorized amount of the Common Georgia-Pacific Group Stock or Timber Stock, as applicable, to be increased if the aggregate of the authorized amount of the Common Georgia-Pacific Group Stock or Timber Stock, as applicable, remaining unissued issued and the issued shares of such Common Georgia-Pacific Group Stock or Timber Stock, as applicable, in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. The Company covenants that all shares of Georgia-Pacific Group Stock or Timber Stock, as applicable, which may be issued upon conversion of Securities will upon issue be fully paid and nonassessable and free from all liens and charges and, except as provided in Section 1508, taxes with respect to the issue thereof. (b) If any shares of Common Georgia-Pacific Group Stock or Timber Stock, as applicable, which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Georgia-Pacific Group Stock or Timber Stock, as applicable, shall be listed on the New York Stock Exchange, the Company will, if permitted by the rules of such exchange, list and keep listed all Georgia- Pacific Group Stock or Timber Stock, as applicable, issuable upon conversion of the Securities, and the Company will endeavor to list the shares of Common Georgia- Pacific Group Stock or Timber Stock, as applicable, required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal any other national securities exchange upon which the outstanding Common Georgia-Pacific Group Stock or Timber Stock, as applicable, is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock or Preferred Stock, as the case may be, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock or Preferred Stock, as the case may be, as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities into such Common Stock or Preferred Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that ----------------- nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock or Preferred Stock, as the case may be, which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State its state of Delawareincorporation, use its best efforts to cause the authorized amount of the Common Stock or Preferred Stock, as the case may be, to be increased if the aggregate of the authorized amount of the Common Stock or Preferred Stock, as the case may be, remaining unissued and the issued shares of such Common Stock or Preferred Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. (b) If any shares of Common Stock or Preferred Stock, as the case may be, which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company will endeavor to list the shares of Common Stock or Preferred Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal national securities exchange exchange, if any, upon which the outstanding Common Stock or Preferred Stock, as the case may be, is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held hold by a single holder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securitiessecurities. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of DelawareTexas, use its commercially reasonable best efforts to cause the authorized amount of the Common Stock to be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall shall, in accordance with the laws of the State of Delaware, at all times reserve and keep available, free from preemptive rights, out of a combination of its authorized but unissued shares of Common StockStock or its purchased shares of Common Stock which are then held in the treasury of the Company, for the purpose of effecting the conversion of the Debt SecuritiesDebentures, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities Debentures then Outstanding into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities Debentures would be held by a single holderHolder); provided, however, . The Company covenants that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased all shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Debentures will upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 10.8, taxes with respect to the issue thereof. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities Debentures hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be listed on the New York Stock Exchange, the Company will, if permitted by the rules of such exchange, list and keep listed all Common Stock issuable upon conversion of the Debentures, and the Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities Debentures prior to such delivery upon the principal any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable Securities then outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securitiesCommon Stock, all such Debt Securities would be held by a single holderHolder); provided, however, . The Company covenants that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of all Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Securities shall upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 12.8, taxes with respect to the issue thereof. (b) If Except with respect to shares issued upon conversion of a Transfer Restricted Security prior to the second anniversary of the initial Issue Date, if any shares of Common Applicable Stock which would be issuable upon conversion of Debt Securities hereunder (including, without limitation, in connection with any transaction referred to in Section 12.4) require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor shall use its reasonable best efforts to cause such shares or securities to be duly registered or approved, as the case may be, or to cause such shares not to be Transfer Restricted Securities. In addition, in connection with any transaction referred to in Section 12.4, the Company and any parent company of the Company required to issue Applicable Stock upon conversion of a Note shall take such actions as are required to entitle the Company or such parent company, as the case may be, to rely on Section 3(a)(9) of the Securities Act in connection with conversion of the Securities without extending any holding periods under Rule 144 or otherwise permit such Applicable Stock issued upon conversion of the Securities to be resold without requiring registration thereof under the Securities Act. (c) The Company will endeavor further covenants that so long as the Common Stock shall be quoted on the Nasdaq National Market system, the Company shall use its reasonable best efforts, if permitted by the rules of the Nasdaq National Market system, to keep so quoted all Common Stock issuable upon conversion of the Securities, and the Company shall use its reasonable best efforts to list or obtain approval for the shares quotation of the Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal any other national securities exchange or quotation system upon which the outstanding Common Stock is listed or quoted at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its commercially reasonable best efforts to cause the authorized amount of the Common Stock to be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable Securities (including after taking into account any adjustments to the Conversion Rate pursuant to Section 12.3) then outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securitiesCommon Stock, all such Debt Securities would be held by a single holderHolder); provided, however, . The Company covenants that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of all Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Securities shall upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 12.9, taxes with respect to the issue thereof. (b) If any shares of Common Applicable Stock which would be issuable upon conversion of Debt Securities hereunder (including, without limitation, in connection with any transaction referred to in Section 12.4) require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor shall use its reasonable best efforts to cause such shares or securities to be duly registered or approved, as the case may be. In addition, in connection with any transaction referred to in Section 12.4, the Company and any parent company of the Company required to issue Applicable Stock upon conversion of a Note shall take such actions as are required to entitle the Company or such parent company, as the case may be, to rely on Section 3(a)(9) of the Securities Act in connection with conversion of the Securities without extending any holding periods under Rule 144 or otherwise permit such Applicable Stock issued upon conversion of the Securities to be resold without requiring registration thereof under the Securities Act. (c) The Company will endeavor further covenants that so long as the Common Stock shall be listed on the New York Stock Exchange, the Company shall use its reasonable best efforts, if permitted by the rules of the New York Stock Exchange, to keep so listed all Common Stock issuable upon conversion of the Securities, and the Company shall use its reasonable best efforts to list or obtain approval for the shares quotation of the Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal any other national securities exchange or quotation system upon which the outstanding Common Stock is listed or quoted at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company will endeavor to list the shares of Common Stock required to be delivered 106 upon conversion of the Debt Securities prior to such delivery upon the principal national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained -------- ------- herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall shall, in accordance with the laws of the State of California, at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable Securities then outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holderHolder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are then held in the treasury of the Company. The Company shall from time to time, in accordance with the laws covenants that all shares of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to which may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Securities will upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 11.8, taxes with respect to the issue thereof. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be listed on the New York Stock Exchange, the Company will, if permitted by the rules of such exchange, list and keep listed all Common Stock issuable upon conversion of the Securities, and the Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained -------- ------- herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to be increased if the aggregate of the authorized amount of the Common Stock remaining unissued issued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. The Company covenants that all shares of Common Stock which may be issued upon conversion of Debt Securities will upon issue be fully paid and nonassessable and free from all liens and charges and, except as provided in Section 17.08, taxes with respect to the issue thereof. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be included for quotation on NASDAQ, the Company will, if permitted by the rules of such exchange, list and keep listed all Common Stock issuable upon conversion of the Debt Securities, and the Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of DelawareMaryland, use its best efforts to cause the authorized amount of the Common Stock to be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable Securities then outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securitiesCommon Stock, all such Debt Securities would be held by a single holderHolder); provided, however, . The Company covenants that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of all Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Securities shall upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 12.8, taxes with respect to the issue thereof. (b) If Except with respect to shares issued upon conversion of a Transfer Restricted Security prior to the second anniversary of the initial Issue Date, if any shares of Common Applicable Stock which would be issuable upon conversion of Debt Securities hereunder (including, without limitation, in connection with any transaction referred to in Section 12.4) require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor shall use its reasonable best efforts to cause such shares or securities to be duly registered or approved, as the case may be, or to cause such shares not to be Transfer Restricted Securities. The In addition, in connection with any transaction referred to in Section 12.4, the Company will endeavor to list and any parent company of the shares of Common Stock Company required to be delivered issue Applicable Stock upon conversion of a Note shall take such actions as are required to entitle the Company or such parent company, as the case may be, to rely on Section 3(a)(9) of the Securities Act in connection with conversion of the Securities without extending any holding periods under Rule 144 or otherwise permit such Applicable Stock issued upon conversion of the Debt Securities prior to such delivery upon be resold without requiring registration thereof under the principal Securities Act. (c) The Company further covenants that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange upon which or quoted on the outstanding Nasdaq National Market or any other automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed or quoted, so long as the Common Stock is shall be so listed at or quoted on such exchange or automated quotation system, all Common Stock issuable upon conversion of the time Notes; provided that so long as no delay in listing or quotation will occur upon conversion of the Notes into Common Stock, if the rules of such deliveryexchange or automated quotation system permit the Company to defer the listing or quotation of such Common Stock until the first conversion of the Notes into Common Stock in accordance with the provisions of this Indenture, the Company covenants to obtain the listing or quotation of such Common Stock issuable upon conversion of the Notes in accordance with the requirements of such exchange or automated quotation system at such time.

Company to Reserve Stock; Registration; Listing. (a) The Company shall shall, in accordance with the laws of the State of Wisconsin, at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt SecuritiesCODES, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities CODES then Outstanding into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities CODES would be held by a single holderHolder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities CODES by delivery of purchased shares of Common Stock which are then held in the treasury of the Company. The Company shall from time to time, in accordance with the laws covenants that all shares of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to that may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of CODES will upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 12.8, taxes with respect to the issue thereof. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities CODES hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be listed on the New York Stock Exchange, the Company will, if permitted by the rules of such exchange, list and keep listed all Common Stock issuable upon conversion of the CODES, and the Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities CODES prior to such delivery upon the principal any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable Securities then outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securitiesCommon Stock, all such Debt Securities would be held by a single holderHolder); provided, however, . The Company covenants that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of all Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Securities shall upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 12.8, taxes with respect to the issue thereof. (b) If any shares of Common Applicable Stock which would be issuable upon conversion of Debt Securities hereunder (including, without limitation, in connection with any transaction referred to in Section 12.4) require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor shall use its reasonable best efforts to cause such shares or securities to be duly registered or approved, as the case may be. In addition, in connection with any transaction referred to in Section 12.4, the Company and any parent company of the Company required to issue Applicable Stock upon conversion of a Note shall take such actions as are required to entitle the Company or such parent company, as the case may be, to rely on Section 3(a)(9) of the Securities Act in connection with conversion of the Securities without extending any holding periods under Rule 144 or otherwise permit such Applicable Stock issued upon conversion of the Securities to be resold without requiring registration thereof under the Securities Act. (c) The Company will endeavor further covenants that so long as the Common Stock shall be listed on the New York Stock Exchange, the Company shall use its reasonable best efforts, if permitted by the rules of the New York Stock Exchange, to keep so listed all Common Stock issuable upon conversion of the Securities, and the Company shall use its reasonable best efforts to list or obtain approval for the shares quotation of the Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal any other national securities exchange or quotation system upon which the outstanding Common Stock is listed or quoted at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall shall, in accordance with the laws of the State of California, at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities then Outstanding into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holderHolder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are then held in the treasury of the Company. The Company shall from time to time, in accordance with the laws covenants that all shares of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to which may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Securities will upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 10.8, taxes with respect to the issue thereof. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be listed on the Nasdaq National Market, the Company will, if permitted by the rules of the National Association of Securities Dealers, Inc., list and keep listed all Common Stock issuable upon conversion of the Securities, and the Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal any other primary national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable Securities then outstanding Debt Securities into such shares of Common Stock at any time (assuming that, at the time of the computation of such number of shares or securitiesCommon Stock, all such Debt Securities would be held by a single holderHolder); provided, however, . The Company covenants that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased all shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Securities will upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 12.8, taxes with respect to the issue thereof. (b) If Except with respect to shares issued upon conversion of a Transfer Restricted Security prior to the second anniversary of the initial Issue Date, if any shares of Common Applicable Stock which would be issuable upon conversion of Debt Securities hereunder (including, without limitation, in connection with any transaction referred to in Section 12.4) require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor shall use its reasonable best efforts to cause such shares or securities to be duly registered or approved, as the case may be, or to cause such shares not to be Transfer Restricted Securities. The In addition, in connection with any transaction referred to in Section 12.4, the Company will endeavor and any parent company of the Company required to issue Capital Stock upon conversion of a Security shall take such actions as are required to entitle the Company or such parent company, as the case may be, to rely on Section 3(a)(9) of the Securities Act in connection with conversion of the Securities without extending any holding periods under Rule 144 or otherwise permit such Capital Stock issued upon conversion of the Securities to be resold without requiring registration thereof under the Securities Act. (c) So long as the Common Stock shall be listed on the NYSE, the Company shall use its reasonable best efforts, if permitted by the rules of the NYSE, to list and keep listed all shares of Common Stock issuable upon conversion of the Securities, and the Company shall use its reasonable best efforts to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal on any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to be increased if the aggregate of the authorized amount of the Common Stock remaining unissued issued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. The Company covenants that all shares of Common Stock which may be issued upon conversion of Debt Securities will upon issue be fully paid and nonassessable and free from all liens and charges and, except as provided in Section 17.08, taxes with respect to the issue thereof. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously 161 154 as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be listed on the NYSE, the Company will, if permitted by the rules of such exchange, list and keep listed all Common Stock issuable upon conversion of the Debt Securities, and the Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times shall, prior to issuance of any Notes hereunder, and from time to time as may be necessary, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt SecuritiesNotes, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable Notes then outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securitiesCommon Stock, all such Debt Securities Notes would be held by a single holderHolder); provided, however, . The Company covenants that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of all Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Notes shall upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 12.8, taxes with respect to the issue thereof. (b) If Except with respect to shares issued upon conversion of a Transfer Restricted Security prior to the second anniversary of the initial Issue Date, if any shares of Common Applicable Stock which would be issuable upon conversion of Debt Securities Notes hereunder (including, without limitation, in connection with any transaction referred to in Section 12.4) require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor shall use its reasonable best efforts to cause such shares or securities to be duly registered or approved, as the case may be, or to cause such shares not to be Transfer Restricted Securities. The In addition, in connection with any transaction referred to in Section 12.4, the Company will endeavor to list and any parent company of the shares of Common Stock Company required to be delivered issue Applicable Stock upon conversion of a Note shall take such actions as are required to entitle the Company or such parent company, as the case may be, to rely on Section 3(a)(9) of the Securities Act in connection with conversion of the Notes without extending any holding periods under Rule 144 or otherwise permit such Applicable Stock issued upon conversion of the Debt Notes to be resold without requiring registration thereof under the Securities prior to such delivery upon Act. (c) The Company further covenants that, if at any time the principal Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange upon which or quoted on the outstanding Nasdaq National Market or Nasdaq SmallCap Market or any other automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed or quoted, so long as the Common Stock is shall be so listed at or quoted on such exchange or automated quotation system, all Common Stock issuable upon conversion of the time Notes; provided that so long as no delay in listing or quotation will occur upon conversion of the Notes into Common Stock, if the rules of such deliveryexchange or automated quotation system permit the Company to defer the listing or quotation of such Common Stock until the first conversion of the Notes into Common Stock in accordance with the provisions of this Indenture, the Company covenants to obtain the listing or quotation of such Common Stock issuable upon conversion of the Notes in accordance with the requirements of such exchange or automated quotation system at such time.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the conversion of all Debt Securities. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any 102 109 governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall shall, in accordance with the laws of the State of Delaware, at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities then Outstanding into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holderHolder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are then held in the treasury of the Company. The Company shall from time to time, in accordance with the laws covenants that all shares of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to which may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Securities will upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 10.8, taxes with respect to the issue thereof. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor use its reasonable best efforts to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be listed on the New York Stock Exchange, the Company will endeavor use its reasonable best efforts, if permitted by the rules of such exchange, to list and keep listed all Common Stock issuable upon conversion of the Securities, and the Company will use its reasonable best efforts to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall shall, in accordance with the laws of the State of Delaware, at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable outstanding Debt Securities then Outstanding into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holderHolder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of Common Stock which are held in the treasury of have been repurchased by the Company. The Company shall from time to time, in accordance with the laws covenants that all shares of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to which may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Securities will upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 1208, taxes with respect to the issue thereof. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be quoted on the Nasdaq National Market, the Company will, if permitted by the rules of the National Association of Securities Dealers, Inc., list and keep listed all Common Stock issuable upon conversion of the Securities, and the Company will endeavor to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal any other primary national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times from time to time reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, Stock for the purpose of effecting the conversion of the Debt Securities, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable Securities then outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securities, all such Debt Securities would be held by a single holder); provided, however, that nothing contained herein shall preclude the Company from satisfying its obligations in respect elects to deliver solely shares of Common Stock to satisfy the conversion of the Debt Securities by delivery of purchased Net Share Amount for all conversions). The Company covenants that all shares of Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Securities will upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in 0, taxes with respect to the issue thereof. (b) If any shares of Common Stock which would be issuable upon conversion of Debt Securities hereunder require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor use its best efforts to cause such shares or securities to be duly registered or approved, as the case may be. The Company further covenants that so long as the Common Stock shall be quoted on The New York Stock Exchange, the Company will endeavor use its best efforts, if permitted by the rules of The New York Stock Exchange, to have and keep approved for quoting on The New York Stock Exchange (subject to notice of official issuance) all Common Stock issuable upon conversion of the Securities, and the Company will use its best efforts to list the shares of Common Stock required to be delivered upon conversion of the Debt Securities prior to such delivery upon the principal any other national securities exchange upon which the outstanding Common Stock is listed at the time of such delivery.

Company to Reserve Stock; Registration; Listing. (a) The Company shall at all times shall, prior to issuance of any Notes hereunder, and from time to time as may be necessary, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Common Stock, for the purpose of effecting the conversion of the Debt SecuritiesNotes, such number of shares of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all applicable Notes then outstanding Debt Securities into such Common Stock at any time (assuming that, at the time of the computation of such number of shares or securitiesof Common Stock, all such Debt Securities Notes would be held by a single holderHolder); provided, however, . The Company covenants that nothing contained herein shall preclude the Company from satisfying its obligations in respect of the conversion of the Debt Securities by delivery of purchased shares of all Common Stock which are held in the treasury of the Company. The Company shall from time to time, in accordance with the laws of the State of Delaware, use its best efforts to cause the authorized amount of the Common Stock to may be increased if the aggregate of the authorized amount of the Common Stock remaining unissued and the issued shares of such Common Stock in its treasury (other than any such shares reserved for issuance in any other connection) shall not be sufficient to permit the upon conversion of Notes shall upon issue be fully paid and nonassessable and free from all Debt Securitiesliens and charges and, except as provided in Section 12.8, taxes with respect to the issue thereof. (b) If Except with respect to shares issued upon conversion of a Transfer Restricted Security prior to the second anniversary of the initial Issue Date, if any shares of Common Applicable Stock which would be issuable upon conversion of Debt Securities Notes hereunder (including, without limitation, in connection with any transaction referred to in Section 12.4) require registration with or approval of any governmental authority before such shares or securities may be issued upon such conversion, the Company will in good faith and as expeditiously as possible endeavor shall use its reasonable best efforts to cause such shares or securities to be duly registered or approved, as the case may be, or to cause such shares not to be Transfer Restricted Securities. The In addition, in connection with any transaction referred to in Section 12.4, the Company will endeavor to list and any parent company of the shares of Common Stock Company required to be delivered issue Applicable Stock upon conversion of a Note shall take such actions as are required to entitle the Company or such parent company, as the case may be, to rely on Section 3(a)(9) of the Securities Act in connection with conversion of the Notes without extending any holding periods under Rule 144 or otherwise permit such Applicable Stock issued upon conversion of the Debt Notes to be resold without requiring registration thereof under the Securities prior to such delivery upon Act. (c) The Company further covenants that, if at any time the principal Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange upon which or quoted on the outstanding Nasdaq National Market or Nasdaq SmallCap Market or any other automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed or quoted, so long as the Common Stock is shall be so listed at or quoted on such exchange or automated quotation system, all Common Stock issuable upon conversion of the time Notes; provided that so long as no delay in listing or quotation will occur upon conversion of the Notes into Common Stock, if the rules of such deliveryexchange or automated quotation system permit the Company to defer the listing or quotation of such Common Stock until the first conversion of the Notes into Common Stock in accordance with the provisions of this Indenture, the Company covenants to obtain the listing or quotation of such Common Stock issuable upon conversion of the Notes in accordance with the requirements of such exchange or automated quotation system at such time.