Common use of Guarantor to Provide Stock Clause in Contracts

Guarantor to Provide Stock. The Guarantor covenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasury, or both, for the purpose of effecting conversions of Securities, the full number of shares of Common Stock deliverable upon the conversion of all outstanding Securities not theretofore converted. For purposes of this Section 10.07, the number of shares of Common Stock which shall be deliverable upon the conversion of all outstanding Securities shall be computed as if at the time of computation all outstanding Securities were held by a single Holder. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value (if any) of the shares of Common Stock deliverable upon conversions of the Securities, the Guarantor will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Guarantor may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Guarantor will endeavor to list the shares of Common Stock required to be delivered upon conversion of Securities prior to such delivery upon each national securities exchange, if any, upon which the outstanding Common Stock is listed at the time of such delivery. Prior to the delivery of any securities which the Guarantor shall be obligated to deliver upon conversion of the Securities, the Guarantor will endeavor to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

Guarantor to Provide Stock. (a) The Guarantor covenants that it will shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock or its issued shares of Common Stock held in its treasuryStock, or both, for the purpose of effecting conversions of Securities, the full a sufficient number of shares of Common Stock deliverable upon to permit the conversion exchange of all outstanding Securities not theretofore converted. For purposes of this Section 10.07, the number of into shares of Common Stock which shall be deliverable upon to the conversion of all outstanding Securities shall be computed as if at the time of computation all outstanding Securities were held by a single Holder. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value extent provided in, and in accordance with, Section 4.13. (if anyb) of the All shares of Common Stock deliverable delivered upon conversions exchange of the Securities, the Guarantor will take any corporate action which may, Securities shall be newly issued shares or shares held in the opinion treasury of its counselthe Guarantor, shall be necessary in order that the Guarantor may duly authorized, validly and legally issue issued, fully paid and non-assessable shares and shall be free from preemptive rights and free of any lien or adverse claim. (c) The Company and the Guarantor shall comply with all applicable securities laws regulating the offer and delivery of any Common Stock at such adjusted Conversion Price. The Guarantor will endeavor upon exchange of Securities and, if the Common Stock is then listed or quoted on the NYSE, the Nasdaq or any other United States national or regional securities exchange or other market, shall list or cause to list have quoted and keep listed and quoted the shares of Common Stock issuable upon exchange of the Securities to the extent permitted or required to be delivered upon conversion by the rules of Securities prior to such delivery upon each national securities exchangeexchange or market; provided, however, that, if any, upon which the outstanding rules of such automated quotation system or exchange permit the Company to defer the listing of such Common Stock is listed at until the time first exchange of the Securities into Common Stock in accordance with the provisions of this Indenture, the Company and the Guarantor covenant to list such Common Stock issuable upon exchange of the Securities in accordance with the requirements of such delivery. Prior automated quotation system or exchange at such time. (d) Notwithstanding anything herein to the delivery contrary nothing herein shall give to any Holder any rights as a creditor in respect solely of any securities which the Guarantor shall be obligated its right to deliver upon conversion of the Securities, the Guarantor will endeavor to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authorityexchange.