Common use of Reservation and Availability of Capital Stock Clause in Contracts

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the date of the expiration of the Rights. The Company will also take such action as may be appropriate under the Blue Sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file any required registration statement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of the shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall at all times following the Distribution Date cause to be reserved and kept available available, out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasurycapital stock, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereofthis Agreement, will be sufficient to permit the exercise in full of all outstanding Rights (or, if the amount of authorized shares of Preferred Stock (or such other securities) not then issued or reserved for issuance other than upon exercise of the Rights is not sufficient, the maximum amount of shares of Preferred Stock (or such other securities) as is then available). Without limiting the generality of the foregoing, the Company's Board will, to the extent permitted by law, take such action as may be required to increase the number of shares of Preferred Stock that the Company is authorized to issue, to the extent necessary to permit the exercise in full of all outstanding Rights. Upon the occurrence of any events resulting in an increase in the aggregate number of Units (or other equity securities of the Company) issuable upon exercise of all outstanding Rights above the number then reserved, the Company shall make appropriate increases in the number of Units or other securities so reserved. (b) So long as If the shares of Preferred Stock Units (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable to be issued and delivered upon the exercise of the Rights may be listed on any national securities exchangeexchange or automated quotation system, the Company shall during the period from the Distribution Date through the Expiration Date use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares securities reserved for such issuance to be listed on such exchange or automated quotation system upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) fileas soon as practicable following the occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) of the consideration to be delivered by the Company upon exercise of the Rights or, if so required by law, as soon as practicable following the Distribution Date (such date being the "Registration Date"), to file a registration statement on an appropriate form under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable that may be acquired upon exercise of the Rights on an appropriate form(the "Registration Statement"), (ii) to cause such registration statement the Registration Statement to become effective as soon as practicable after such filing, and (iii) to cause such registration statement the Registration Statement to remain continue to be effective (with and to include a prospectus at all times meeting complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for the Rights. The Company will also securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable following the Registration Date such action as may be appropriate under the Blue Sky laws required to ensure that any acquisition of securities upon exercise of the various statesRights complies with any applicable state securities or "blue sky" laws. The Company may temporarily suspend, suspend for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares of Preferred Stock Units (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securities) securities that may be delivered upon exercise of Rights shallRights) shall be, at the time of delivery of the certificates for such shares (subject to payment Units and of the Purchase Price)such other securities, be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state documentary, stamp or transfer taxes and charges which may be payable tax imposed in respect of connection with the issuance or delivery of the Rights Certificates and or upon the exercise of Rights; provided, however, that the Company shall not be required to pay any such tax imposed in connection with the issuance or delivery of Units, or any certificates or depositary receipts for shares such Units (or, following the occurrence of Preferred Stock (or Common Stock and/or a Triggering Event, any other securities, cash or assets, as the case may be) upon to any person other than the exercise registered holder of Rightsthe Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not, however, not be required to pay issue or deliver any transfer tax which may be payable in respect certificates or depositary receipts (or, following the occurrence of a Triggering Event, any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of the shares of Preferred Stock (or Common Stock and/or other securities, cash or assets, as the case may be) to, or in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, shares of Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will shall be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as In the event the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be become listed on any national securities exchangeexchange or the NASDAQ Stock Market, the Company shall use its reasonable best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or the NASDAQ Stock Market upon official notice of issuance upon such exercise. (c) The Company shall use its reasonable best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will shall also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of exercisability of Rights referred to in this Section 9(c), the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect, in each case with simultaneous written notice to the Rights Agent. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable and shall be null and void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. The Rights Agent may assume that any Right exercised is permitted to be exercised under applicable law and shall have no liability for acting in reliance upon such assumption. (d) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares one one-thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and or of any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares certificates for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of the exercisability of the Rights referred to in this Section 9(c), 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 promptly provide the Rights Agent with copies of such announcements. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable and shall be void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and governmental charges which that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which or charge that may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Rights Certificate Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of the exercisability of the Rights referred to in this Section 9(c), 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 promptly provide the Rights Agent with copies of such announcements. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable and shall be void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and governmental charges which that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which or charge that may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Rights Certificate Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall at all times prior to the Expiration Date cause to be reserved and kept available out of its authorized and but unissued shares of Series A Junior Participating Preferred Stock and/or out of any shares of Series A Junior Participating Preferred Stock held in its treasury (and, and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) or any out of the authorized and issued but unissued shares of such other equity securities of the Company as may be issuable upon exercise of the Rights and/or out of any shares of such securities held in its treasury), the number of shares of Series A Junior Participating Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following such other equity securities of the occurrence of an Acquisition Event, Common Stock and/or other securitiesCompany) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereofthis Agreement, will be sufficient to permit the full exercise in full of all outstanding Rights. Upon the occurrence of any events resulting in an increase in the aggregate number of shares of Series A Junior Participating Preferred Stock (or other equity securities of the Company) issuable upon exercise of all outstanding Rights above the number then reserved, the Company shall make appropriate increases in the number of shares so reserved. (b) So long as the shares of Series A Junior Participating Preferred Stock (and, and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securitiesequity securities of the Company) issuable to be issued and delivered upon the exercise of the Rights may be listed on any national securities stock exchange, the Company shall during the period from the Distribution Date through the Expiration Date use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its reasonable best efforts to (i) file, either (A) as soon as practicable following the first occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) hereof, if applicable, of the consideration to be delivered by the Company upon exercise of the Rights, or (B) if so required by law, as soon as required following the Distribution Date (the earliest of (A) and (B) being the “Registration Date”), to file a registration statement on an appropriate form under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable that may be acquired upon exercise of the Rights on an appropriate form, (the “Registration Statement”); (ii) to cause such registration statement the Registration Statement to become effective as soon as practicable after such filing, and ; (iii) to cause such registration statement the Registration Statement to remain effective (with and to include a prospectus at all times meeting complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for the Rights. The Company will also securities covered by the Registration Statement and (B) the Expiration Date; and (iv) to take as soon as practicable following the Registration Date such action as may be appropriate under the Blue Sky laws required to ensure that any acquisition of securities upon exercise of the various statesRights complies with any applicable state securities or “Blue Sky” laws. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, suspend the exercisability of the Rights in order to prepare and file any required such registration statementstatement and permit it to become effective. Upon any such suspension, the Company shall notify the Rights Agent thereof in writing and shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect, stating that the suspension of the exercisability of the Rights is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction (x) if the requisite qualification in such jurisdiction shall not have been obtained and until a registration statement has been declared effective or (y) if the exercise thereof shall not be permitted under applicable law. (d) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares of Series A Junior Participating Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securities) securities that may be delivered upon exercise of Rights shallRights) shall be, at the time of delivery of the certificates or depositary receipts for such shares securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and issued, fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state documentary, stamp, or transfer taxes and charges which may be tax, or other tax or charge, that is payable in respect of the issuance or and delivery of the Rights Certificates or the issuance and delivery of any certificates or depository receipts for shares of Series A Junior Participating Preferred Stock (or Common other equity securities of the Company that may be delivered upon exercise of the Rights) upon the exercise of Rights; provided, however, the Company shall not be required to pay any such tax or charge that may be payable in connection with the issuance or delivery of Units of Series A Junior Participating Preferred Stock, or any certificates or depositary receipts or entries in the book entry account system of the transfer agent for such Units of Series A Junior Participating Preferred Stock and/or (or, following the occurrence of a Triggering Event, any other securities, cash or other assets, as the case may be) upon to any Person other than the exercise registered holder of Rightsthe Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not, however, not be required to pay issue or deliver any transfer tax which may be payable certificates or depositary receipts or entries in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery book entry account system of the shares transfer agent for Units of Series A Junior Participating Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, any other securities, cash or other assets, as the case may be) to, or in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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. (f) The Company shall use its reasonable best efforts, on or prior to the date that is either (A) as soon as practicable following the first occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) hereof, if applicable, of the consideration to be delivered by the Company upon exercise of the Rights, or (B) if so required by law, as soon as required following the Distribution Date, to obtain any and all regulatory approvals that may be required with respect to the securities purchasable upon exercise of the Rights. The Company may temporarily suspend the exercise of the Rights in order to permit the Company to obtain the necessary regulatory approvals. Upon any such suspension, the Company shall notify the Rights Agent thereof in writing and issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement (with written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect stating that the suspension of the exercise of the Rights is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable unless and until all required regulatory approvals have been obtained with respect to the securities purchasable upon exercise of the Rights.

Reservation and Availability of Capital Stock. Registration of Securities. -------------------------- (a) The Company covenants and agrees that it will cause to be reserved and kept available out for issuance upon the exercise of outstanding Rights as many of its authorized and unissued shares of Preferred Stock Shares (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued Common Stock Shares and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), which together shall at all times after the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, will Distribution Date be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock Shares (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or Shares or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement or statements under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate formform or forms, (ii) cause such registration statement or statements to become effective as soon as practicable after such filing, and (iii) cause such registration statement or statements to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this subsection (c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock Shares (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or Shares or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and and, with respect to Preferred Shares, Common Shares or other shares of capital stock, fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of Preferred Stock Share Fractions (or Common Stock and/or Shares or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of Preferred Stock Share Fractions (or Common Stock and/or Shares or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of Preferred Stock Share Fractions (or Common Stock and/or Shares or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of the exercisability of the Rights referred to in this Section 9(c), 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 and shall be void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall at all times following the Distribution Date cause to be reserved and kept available available, out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasurycapital stock, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereofthis Agreement, will be sufficient to permit the exercise in full of all outstanding Rights (or, if the amount of authorized shares of Preferred Stock (or such other securities) not then issued or reserved for issuance other than upon exercise of the Rights is not sufficient, the maximum amount of shares of Preferred Stock (or such other securities) as is then available). Without limiting the generality of the foregoing, the Company's Board will, to the extent permitted by law, take such action as may be required to increase the number of shares of Preferred Stock that the Company is authorized to issue, to the extent necessary to permit the exercise in full of all outstanding Rights. Upon the occurrence of any events resulting in an increase in the aggregate number of Units (or other equity securities of the Company) issuable upon exercise of all outstanding Rights above the number then reserved, the Company shall make appropriate increases in the number of Units or other securities so reserved. (b) So long as If the shares of Preferred Stock Units (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable to be issued and delivered upon the exercise of the Rights may be listed on any national securities exchangeexchange or automated quotation system, the Company shall during the period from the Distribution Date through the Expiration Date use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares securities reserved for such issuance to be listed on such exchange or automated quotation system upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) fileas soon as practicable following the occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) of the consideration to be delivered by the Company upon exercise of the Rights or, if so required by law, as soon as practicable following the Distribution Date (such date being the "Registration Date"), to file a registration statement on an appropriate form under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable that may be acquired upon exercise of the Rights on an appropriate form(the "Registration Statement"), (ii) to cause such registration statement the Registration Statement to become effective as soon as practicable after such filing, and (iii) to cause such registration statement the Registration Statement to remain continue to be effective (with and to include a prospectus at all times meeting complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for the Rights. The Company will also securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable following the Registration Date such action as may be appropriate under the Blue Sky laws required to ensure that any acquisition of securities upon exercise of the various statesRights complies with any applicable state securities or "blue sky" laws. The Company may temporarily suspend, suspend for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares of Preferred Stock Units (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securities) securities that may be delivered upon exercise of Rights shallRights) shall be, at the time of delivery of the certificates for such shares (subject to payment Units and of the Purchase Price)such other securities, be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state documentary, stamp or transfer taxes and charges which may be payable tax imposed in respect of connection with the issuance or delivery of the Rights Certificates and or upon the exercise of Rights; provided, however, that the Company shall not be required to pay any such tax imposed in connection with the issuance or delivery of Units, or any certificates or depositary receipts for shares such Units (or, following the occurrence of Preferred Stock (or Common Stock and/or a Triggering Event, any other securities, cash or assets, as the case may be) upon to any person other than the exercise registered holder of Rightsthe Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not, however, not be required to pay issue or deliver any transfer tax which may be payable in respect certificates or depositary receipts (or, following the occurrence of a Triggering Event, any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of the shares of Preferred Stock (or Common Stock and/or other securities, cash or assets, as the case may be) to, or in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Rights Agent shall have no duty or obligation to take any action under any Section of this Agreement which requires the payment by a Rights holder of applicable taxes and governmental charges unless and until the Rights Agent is reasonably satisfied that all such taxes and/or charges have been paid.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall at all times prior to the Expiration Date cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasuryStock, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in this Agreement, including, without limitation, Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) fileas soon as practicable following the occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) hereof of the consideration to be delivered by the Company upon exercise of the Rights or, if so required by law, as soon as practicable following the Distribution Date (such date being the "Registration Date"), to file a registration statement on an appropriate form under the Securities Act of 1933 1933, as amended (the "Securities Act"), with respect to the Rights and the securities purchasable that may be acquired upon exercise of the Rights on an appropriate form(the "Registration Statement"), (ii) to cause such registration statement the Registration Statement to become effective as soon as practicable after such filing, and (iii) to cause such registration statement the Registration Statement to remain continue to be effective (with and to include a prospectus at all times meeting complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for the Rights. The Company will also securities covered by the Registration Statement, and (B) the Expiration Date, and (iv) to take as soon as practicable following the Registration Date such action as may be appropriate under the Blue Sky laws required to ensure that any acquisition of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability securities upon exercise of the Rights in order to prepare and file complies with any required registration statement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspendedapplicable state securities or "blue sky" laws. (dc) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securities) securities that may be delivered upon exercise of Rights shallRights) shall be, at the time of delivery of the certificates or depositary receipts for such shares (subject to payment of the Purchase Price)securities, be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (ed) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state documentary, stamp or transfer taxes and charges which may be payable tax imposed in respect of connection with the issuance or delivery of the Rights Certificates and or upon the exercise of Rights; provided, however, the Company shall not be required to pay any such tax imposed in connection with the issuance or delivery of Units of Preferred Stock, or any certificates or depositary receipts for shares of such Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, any other securities, cash or assets, as the case may be) upon to any person other than the exercise registered holder of Rightsthe Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not, however, not be required to pay issue or deliver any transfer tax which may be payable in respect of any transfer certificates or delivery of Rights Certificates to a person other than, or the issuance or delivery of the shares depositary receipts for Units of Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, any other securities, cash or assets, as the case may be) to, or in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock Shares not reserved for another purpose (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued Common Stock Shares and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock Shares (and, following the occurrence of an Acquisition the Triggering Event, Common Stock Shares and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights. (b) So If the Company shall hereafter list any of its Preferred Shares on a national securities exchange, then so long as the shares of Preferred Stock Shares (and, following the occurrence of an Acquisition a Triggering Event, Common Stock Shares and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities such exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisableexercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under the Blue Sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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, unless the requisite qualification in such jurisdiction shall have been obtained, or an exemption therefrom shall be available, and until a registration statement has been declared and remains effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares Preferred Shares (or other securities of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securitiesCompany) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares securities (subject to payment of the Purchase Exercise Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates and or of any certificates for shares of Preferred Stock Shares (or Common Stock and/or other securities, as securities of the case may beCompany) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the shares of Preferred Stock Shares (or Common Stock and/or other securities, as securities of the case may beCompany) in respect of a name other than that of, the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for shares of Preferred Stock Shares (or Common Stock and/or other securities, as the case may be) in a name other than that securities of the registered holder Company) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement has been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect one one-hundredths of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall at all times following the Distribution Date cause to be reserved and kept available available, out of its authorized and unissued shares of Preferred Company Common Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Company Common Stock and/or or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Company Common Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereofthis Agreement, will be sufficient to permit the exercise in full of all outstanding Rightsand exercisable Rights (or, if the amount of authorized shares of Company Common Stock (or such other securities) not then issued or reserved for issuance other than upon exercise of the Rights is not sufficient, the maximum amount of shares of Company Common Stock (or such other securities) as is then available). Upon the occurrence of any events resulting in an increase in the aggregate number of shares of Company Common Stock (or other equity securities of the Company) issuable upon exercise of all outstanding Rights above the number then reserved, the Company shall make appropriate increases in the number of shares so reserved. (b) So long as the shares of Preferred Company Common Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable to be issued and delivered upon the exercise of the Rights may be listed on any national securities exchangeexchange or automated quotation system, the Company shall during the period from the Distribution Date through the Expiration Date use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares securities reserved for such issuance to be listed on such exchange or automated quotation system upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) fileas soon as practicable following the occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) of the consideration to be delivered by the Company upon exercise of the Rights or, if so required by law, as soon as practicable following the Distribution DateDate (such date being the "REGISTRATION DATE"), to file a registration statement on an appropriate form under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable that may be acquired upon exercise of the Rights on an appropriate form(the "REGISTRATION STATEMENT"), (ii) to cause such registration statement the Registration Statement to become effective as soon as practicable after such filing, and (iii) to cause such registration statement the Registration Statement to remain continue to be effective (with and to include a prospectus at all times meeting complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for the Rights. The Company will also securities covered by the Registration Statement and (B) the Expiration Date, and (iv) to take as soon as practicable following the Registration Date such action as may be appropriate under the Blue Sky laws required to ensure that any acquisition of securities upon exercise of the various statesRights complies with any applicable state securities or "blue sky" laws. The Company may temporarily suspend, suspend for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares of Preferred Company Common Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securities) securities that may be delivered upon exercise of Rights shallRights) shall be, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price)Company Common Stock and of such other securities, be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state documentary, stamp or transfer taxes and charges which may be payable tax imposed in respect of connection with the issuance or delivery of the Rights Certificates and or upon the exercise of Rights; PROVIDED, HOWEVER, that the Company shall not be required to pay any such tax imposed in connection with the issuance or delivery of shares of Company Common Stock, or any certificates for such shares of Preferred Company Common Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, any other securities, cash or assets, as the case may be) upon to any person other than the exercise registered holder of Rightsthe Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not, however, not be required to pay issue or deliver any transfer tax which may be payable in respect stock certificates (or, following the occurrence of a Triggering Event, any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of the shares of Preferred Stock (or Common Stock and/or other securities, cash or assets, as the case may be) to, or in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Subject to the Company's rights in Section 11(q) or elsewhere herein to otherwise fulfill its obligations hereunder, the Company covenants and agrees that that, from and after the Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued treasury shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury, not reserved for another purpose the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereofthis Agreement, 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 shares of Common Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii) or Section 13 hereof unless the Rights become exercisable pursuant to such adjustments. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable and as required by law following the Distribution Date, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period or periods of time from time to time, not to exceed ninety (90) daysdays in the aggregate after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the date of the expiration of the Rights. The Company will also take such action as may be appropriate under the Blue Sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) calendar days, the exercisability of the Rights in order to prepare and file any required registration statement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the qualification in such jurisdiction shall have been obtained, the exercise thereof shall be permitted under applicable law and a registration statement shall have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of the shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 has been rescinded. 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 shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one-one-thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one-one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one-one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or exercise, nor shall the Company be required to issue or deliver any certificates for shares a number of one-one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Common Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Common Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Common Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or system upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of Preferred a share of Common Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities.the (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of Preferred one one-hundredths of a share of Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of Preferred one one-hundredths of a share of Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise exercise, or to issue or deliver any certificates for shares a number of Preferred one one-hundredths of a share of Common Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of the exercisability of the Rights referred to in this Section 9(c), 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 promptly provide the Rights Agent with copies of such announcements. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable and shall be void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and governmental charges which that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which or charge that may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Rights Certificate Certificates 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Common Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Common Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Common Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or system upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of Preferred a share of Common Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of Preferred one one-hundredths of a share of Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of Preferred one one-hundredths of a share of Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise exercise, or to issue or deliver any certificates for shares a number of Preferred one one-hundredths of a share of Common Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, shares of Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as In the event the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be become listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of exercisability of Rights referred to in this Section 9(c), 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, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and or of any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or governmental charge which may be payable in respect of any split up, combination or exchange of Rights Certificates, any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares certificates for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement and permit it to become effective. Upon any such suspension, the Company shall promptly notify the Rights Agent in writing of such suspension and 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 (with prompt written notice to the Rights Agent that such suspension is no longer in effect). Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement (if required) has been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one ten-thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one ten-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one ten-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares reserved for such issuance to be so listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of the exercisability of the Rights referred to in this Section 9(c), 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 and shall be void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one- hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall at all times prior to the Expiration Date cause to be reserved and kept available out of its authorized and but unissued shares of Series A Preferred Stock and/or out of any shares of Series A Preferred Stock held in its treasury (and, and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) or any out of the authorized and issued but unissued shares of such other equity securities of the Company as may be issuable upon exercise of the Rights and/or out of any shares of such securities held in its treasury), the number of shares of Series A Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following such other equity securities of the occurrence of an Acquisition Event, Common Stock and/or other securitiesCompany) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereofthis Agreement, will be sufficient to permit the full exercise in full of all outstanding Rights. Upon the occurrence of any events resulting in an increase in the aggregate number of shares of Series A Preferred Stock (or other equity securities of the Company) issuable upon exercise of all outstanding Rights above the number then reserved, the Company shall make appropriate increases in the number of shares so reserved. (b) So long as the shares of Series A Preferred Stock (and, and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securitiesequity securities of the Company) issuable to be issued and delivered upon the exercise of the Rights may be listed on any national securities stock exchange, the Company shall during the period from the Distribution Date through the Expiration Date use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its reasonable best efforts to (i) file, either (A) as soon as practicable following the first occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) hereof, if applicable, of the consideration to be delivered by the Company upon exercise of the Rights, or (B) if so required by law, as soon as required following the Distribution Date (the earliest of (A) and (B) being the “Registration Date”), to file a registration statement on an appropriate form under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable that may be acquired upon exercise of the Rights on an appropriate form, (the “Registration Statement”); (ii) to cause such registration statement the Registration Statement to become effective as soon as practicable after such filing, and ; (iii) to cause such registration statement the Registration Statement to remain effective (with and to include a prospectus at all times meeting complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for the Rights. The Company will also securities covered by the Registration Statement and (B) the Expiration Date; and (iv) to take as soon as practicable following the Registration Date such action as may be appropriate under the Blue Sky laws required to ensure that any acquisition of securities upon exercise of the various statesRights complies with any applicable state securities or “Blue Sky” laws. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement and permit it to become effective. Upon any such suspension, the Company shall notify the Rights Agent thereof in writing and shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect, stating that the suspension on the exercisability of the Rights is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction (x) if the requisite qualification in such jurisdiction shall not have been obtained and until a registration statement has been declared effective or (y) if the exercise thereof shall not be permitted under applicable law. (d) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares of Series A Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securities) securities that may be delivered upon exercise of Rights shallRights) shall be, at the time of delivery of the certificates or depositary receipts for such shares securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and issued, fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state documentary, stamp, or transfer taxes and charges which may be tax, or other tax or charge, that is payable in respect of the issuance or and delivery of the Rights Certificates or the issuance and delivery of any certificates or depository receipts for shares of Series A Preferred Stock (or Common other equity securities of the Company that may be delivered upon exercise of the Rights) upon the exercise of Rights; provided, however, that the Company shall not be required to pay any such tax or charge that may be payable in connection with the issuance or delivery of Units of Series A Preferred Stock, or any certificates or depositary receipts for such Units of Series A Preferred Stock and/or (or, following the occurrence of a Triggering Event, any other securities, cash or other assets, as the case may be) upon to any Person other than the exercise registered holder of Rightsthe Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not, however, not be required to pay issue or deliver any transfer tax which may be payable in respect certificates or depositary receipts for Units of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of the shares of Series A Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, any other securities, cash or other assets, as the case may be) to, or in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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. (f) The Company shall use its reasonable best efforts, on or prior to the date that is either (A) as soon as practicable following the first occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) hereof, if applicable, of the consideration to be delivered by the Company upon exercise of the Rights, or (B) if so required by law, as soon as required following the Distribution Date, to obtain any and all regulatory approvals that may be required with respect to the securities purchasable upon exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in the first sentence of this Section 9(f), the exercise of the Rights in order to permit the Company to obtain the necessary regulatory approvals. Upon any such suspension, the Company shall notify the Rights Agent thereof in writing and issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement (with written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect stating that the suspension on the exercise of the Rights is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable unless and until all required regulatory approvals have been obtained with respect to the securities purchasable upon exercise of the Rights.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, shares of Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as In the event the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be become listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of exercisability of Rights referred to in this Section 9(c), 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 and shall be null and void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one-one hundredth of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and or of any certificates for shares a number of one-one hundredth of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares certificates for a number of one-one hundredth of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one-one hundredth of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasuryShares, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) Shares that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights, provided that, prior to the occurrence of a Triggering Event, the number of such shares to be reserved shall be only that number as shall be sufficient for that purpose prior to such an event. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or The NASDAQ Stock Market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or The NASDAQ Stock Market upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a )(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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, unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement has been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) Share delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a Preferred Stock Share (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-hundredths of a Preferred Stock Share (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-hundredths of a Preferred Stock Share (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisableexercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined pursuant to this Agreement (including in accordance with Section 11(a)(iii) hereof), a registration statement under the Securities Act of 1933 (the "Act")) on an appropriate form, with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate formRights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c) the exercisability, the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 stating the same. In addition, if the Company shall determine that a registration statement is required following the Distribution Date but prior to a Section 11(a)(ii) Event, 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, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder in such jurisdiction shall not have been obtained or the exercise thereof shall not be permitted under applicable law. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Common Stock (andor, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or quotation system upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky laws securities or "blue sky"laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 Rights 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 or the exercise thereof shall not be permitted under applicable law. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of the shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will from and after such time as the Rights become exercisable use its best reasonable efforts to cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following any other securities for which the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasuryRights become exercisable), the number of shares of Preferred Common Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Common Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or authorized for quotation on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq"), the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be authorized for such quotation or to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period up to 90 days after the date set forth in clause (i) of time not to exceed ninety (90) daysthe first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 so long as the Company uses good faith efforts to that end. 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 has not been obtained, the exercise thereof is not permitted under applicable law or a registration statement has not been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) ), in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a1) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or of the Company or other securities, as the case may be) that, except as provided in this Agreement (including Section 11(a)(iii) and subject to Section 7(e) hereof), will be sufficient to permit the exercise in full of all outstanding Rights. (b2) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities, as the case may be) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best all reasonable efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c3) The Company shall use its best all reasonable efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event 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 required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), on an appropriate form with respect to the Rights and the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate formRights, (ii) cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates and other jurisdictions in connection with the exercisability of the Rights. The Company may may, acting by resolution of the Board, temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement and permit it to become effective. Upon In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspendedsuspended and shall issue 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 in other circumstances following the Distribution Date, the Company may similarly 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, or the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effective. (d4) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock Units (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e5) The Company further covenants and agrees that that, except as set forth in Section 6(a) hereof and this Section 9(e), it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of Preferred Stock Units (or Common Stock and/or or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of Preferred Stock Units (or Common Stock and/or or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or exercise, nor shall the Company be required to issue or deliver any certificates for shares a number of Preferred Stock Units (or Common Stock and/or or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in Section this Agreement, including SECTION 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.be (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period up to 90 days after the date set forth in clause (i) of time not to exceed ninety (90) daysthe first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 so long as the Company uses good faith efforts to that end. 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 has not been obtained, the exercise thereof is not permitted under applicable law or a registration statement has not been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities.other (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Section 11(a)(ii) Event or a Section 13 Event, out of its authorized and unissued shares of Common Stock and/or or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Section 11(a)(ii) Event or a Section 13 Event, Common Stock and/or of the Company or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereofthis Agreement, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Section 11(a)(ii) Event or a Section 13 Event, Common Stock and/or of the Company or other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event 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, a registration statement under the Securities Act of 1933 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may may, acting by resolution of its Board of Directors, temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 qualifications in such jurisdiction shall not have been obtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Section 11(a)(ii) Event or a Section 13 Event, Common Stock and/or of the Company or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Right Certificates and or of any certificates for shares of Preferred Stock (or shares of Common Stock and/or of the Company or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a person Person other than, or the issuance or delivery of the certificates or depositary receipts for shares of Preferred Stock (or shares of Common Stock and/or of the Company or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or of the Company or other securities, as the case may be) in a name other than that of the registered holder or depositary receipts for Preferred Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Flip-in Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 has been rescinded. 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. 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 shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of the shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Triggering Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of exercisability of the Rights referred to in this Section 9(c), 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, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall have been obtained or be obtainable, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock Units (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of Preferred Stock Units (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of Preferred Stock Units (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of Preferred Stock Units (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Series G Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) or any authorized and issued shares of Series G Preferred Stock (and and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) held in its treasury, the number of shares of Series G Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long . The Company covenants and agrees that it will take all such action as the may be necessary to ensure that all shares of Series G Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable. (b) If the Company shall hereafter list any Series G Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisableexercisable (but only to the extent it is reasonably likely the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the shares of Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the Rights. The Company will also take such action as may be appropriate under the Blue Sky laws of the various statesExpiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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. 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. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Series G Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares of Series G Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Series G Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The ---------------------------------------------- Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock preferred stock (and, following the occurrence of an Acquisition a Section 11(a)(ii) Event or a Section 13 Event, out of its authorized and unissued shares of Common Stock and/or or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock preferred stock (and, following the occurrence of an Acquisition a Section 11(a)(ii) Event or a Section 13 Event, Common Stock and/or of the Company or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereofthis Agreement, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Section 11(a)(ii) Event or a Section 13 Event, Common Stock and/or of the Company or other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event or a Section 13 Event 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, a registration statement under the Securities Act of 1933 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as -- soon as practicable after such filing, filing and (iii) cause such registration --- statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may may, acting by resolution of its Board of Directors, temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 qualifications in such jurisdiction shall not have been obtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Section 11(a)(ii) Event or a Section 13 Event, Common Stock and/or of the Company or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Right Certificates and or of any certificates for shares of Preferred Stock (or shares of Common Stock and/or of the Company or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a person Person other than, or the issuance or delivery of the certificates or depositary receipts for shares of Preferred Stock (or shares of Common Stock and/or of the Company or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or of the Company or other securities, as the case may be) in a name other than that of the registered holder or depositary receipts for Preferred Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Common Stock, the number of shares of Common Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or the NASDAQ National Market System (the "NMS"), the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or the NMS upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company also will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 unless the requisite qualification, if any, in such jurisdiction shall have been obtained and until a registration statement (if required) has been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Common Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.the

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, shares of Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will shall be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as In the event the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be become listed on NASDAQ or any national securities exchange, the Company shall use its reasonable best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or NASDAQ or such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its reasonable best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will shall also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of exercisability of Rights referred to in this Section 9(c), the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect, in each case with simultaneous written notice to the Rights Agent. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable and shall be null and void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. The Rights Agent may assume that any Right exercised is permitted to be exercised under applicable law and shall have no liability for acting in reliance upon such assumption. (d) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares one one-thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and or of any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares certificates for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 (the "Act"”), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the date of the expiration of the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one two-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one two-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one two-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one two-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that from and after the Distribution Date it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock Shares (and, following the occurrence of an Acquisition a Trigger Event, Common Stock and/or other securities) or any out of its authorized and issued unissued Common Shares or other securities or out of its shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury, ) the number of shares of Preferred Stock Shares (and, following the occurrence of an Acquisition Eventa Xxxxxxx Xxxxx, Common Stock Xxxxxx Shares and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights. (b) . So long as the shares of Preferred Stock Shares (and, following the occurrence of an Acquisition a Trigger Event, Common Stock Shares and/or other securities) issuable upon the exercise of the Rights may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the New York Stock Exchange, Inc. (the “NYSE”), the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed or admitted to trading on such exchange or quoted on the NYSE upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the date of the expiration of the Rights. The Company will also take such action as may be appropriate under the Blue Sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file any required registration statement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock Shares (and, following the occurrence of an Acquisition a Trigger Event, Common Stock Shares and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares shares. 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 upon the exercise of Rights, to register and qualify such Preferred Shares under the Securities Act and any applicable state securities or securities. “Blue Sky” laws (eto the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file 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 unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Right Certificates and or of any certificates for shares of Preferred Stock Shares (or Common Stock Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a person other than, or the issuance or delivery of certificates for the shares of Preferred Stock Shares (or Common Stock Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock Shares (or Common Stock Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, and following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, shares of Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will shall be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as In the event the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be become listed on any national securities exchange or (for so long as it is not a national securities exchange) the NASDAQ Stock Market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or (for so long as it is not a national securities exchange) the NASDAQ Stock Market upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will shall also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of exercisability of Rights referred to in this Section 9(c), the Company shall issue a public announcement (with prompt written notice thereof to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with prompt written notice thereof to the Rights Agent) 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 and shall be null and void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. The Rights Agent may assume that any Right exercised is permitted to be exercised under applicable law and shall have no liability for acting in reliance upon such assumption. (d) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares one one-thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and or of any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares certificates for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or quotation system upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 Rights 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 or the exercise thereof shall not be permitted under applicable law. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares (in one one-hundredth (.01) of a share increments) of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for a number of shares (in one one-hundredth (.01) of a share increments) of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of the a number of shares (in one one-hundredth (.01) of a share increments) of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for a number of shares (in one one-hundredth (.01) of a share increments) of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or or other securities) ), or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, the amount of Common Stock and/or or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best all reasonable efforts to cause, from and after such time as the Rights become exercisable, cause all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best all reasonable efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of the exercisability of the Rights referred to in this Section 9(c), 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 and shall be void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, the exercise thereof shall not be permitted under applicable law, or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that that, except as set forth in Section 6(a) hereof and this Section 9(e), it will pay when due and payable any and all federal and state transfer taxes and governmental charges which that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which or charge that may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Rights Certificate Certificates 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasuryStock, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be are listed on any national securities or stock exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares Common Stock reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) to file, as soon as practicable following the first occurrence of one of the transactions described in Section 11(a)(ii) on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 1 l(a)(iii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) to cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities and (B) the RightsExpiration Date. The Company will also shall take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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, by issuing a public announcement, temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section 9(c) and provide the Rights Agent with a copy of the announcement. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement has been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and governmental charges which may be payable in respect of the issuance or delivery of the Rights Certificates and or of any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the a number of shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) 9.1 The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Series B Preferred Stock (and, following the occurrence of an Acquisition a Trigger Event, out of its authorized and unissued Common Stock or other securities or out of its shares held in its treasury) the number of shares of Series B Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights. (b) 9.2 So long as the shares of Series B Preferred Stock (and, following the occurrence of an Acquisition a Trigger Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be listed on the Nasdaq Global Market (“NASDAQ”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed or admitted to trading on NASDAQ and/or such other exchange or market, upon official notice of issuance and delivery of any other required documentation upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the date of the expiration of the Rights. The Company will also take such action as may be appropriate under the Blue Sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file any required registration statement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) 9.3 The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Series B Preferred Stock (and, following the occurrence of an Acquisition a Trigger Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesshares. 9.4 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 Series B Preferred upon the exercise of Rights, to register and qualify such Series B Preferred under the Securities Act and any applicable state securities or “Blue Sky” laws (eto the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement or filings that the Board determines to be necessary and appropriate under applicable law. 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 Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. 9.5 The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and or of any certificates for shares of Series B Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of certificates for the shares of Series B Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than -12- that of, the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Series B Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasuryStock, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities, as the case may be) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Datefirst occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 has been rescinded. 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. 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 shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates (or creation of the Book-Entries) for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates (or Book-Entries) evidencing Rights surrendered for exercise or to issue or deliver any certificates (or Book-Entries) for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Rights Certificate Certificates 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.

Reservation and Availability of Capital Stock. (a) 9.1 The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Series B Preferred Stock (and, following the occurrence of an Acquisition a Trigger Event, out of its authorized and unissued Common Stock or other securities or out of its shares held in its treasury) the number of shares of Series B Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights. (b) 9.2 So long as the shares of Series B Preferred Stock (and, following the occurrence of an Acquisition a Trigger Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be listed on the Nasdaq Global Market (“NASDAQ”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed or admitted to trading on NASDAQ and/or such other exchange or market, upon official notice of issuance and delivery of any other required documentation upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the date of the expiration of the Rights. The Company will also take such action as may be appropriate under the Blue Sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file any required registration statement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) 9.3 The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Series B Preferred Stock (and, following the occurrence of an Acquisition a Trigger Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesshares. 9.4 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 Series B Preferred upon the exercise of Rights, to register and qualify such Series B Preferred under the Securities Act and any applicable state securities or “Blue Sky” laws (eto the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement or filings that the Board determines to be necessary and appropriate under applicable law. 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 Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. 9.5 The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and or of any certificates for shares of Series B Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of certificates for the shares of Series B Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Series B Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that that, from and after the Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued shares of Series A Preferred Stock (and, following the occurrence of an Acquisition a Trigger Event, out of its authorized and unissued Common Stock or other securities or out of its shares held in its treasury) the number of shares of Series A Preferred (and, following the occurrence of a Trigger Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights. (b) . US-DOCS\133785809.2| So long as the shares of Series A Preferred Stock (and, following the occurrence of an Acquisition a Trigger Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be listed on the NASDAQ Global Select Market (“NASDAQ”) or any other national securities exchangeexchange or traded in the over-the-counter market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed or admitted to trading on the NASDAQ or such other exchange or market upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the date of the expiration of the Rights. The Company will also take such action as may be appropriate under the Blue Sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file any required registration statement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Series A Preferred Stock (and, following the occurrence of an Acquisition a Trigger Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares shares. 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 Series A Preferred upon the exercise of Rights, to register and qualify such Series A Preferred under the Securities Act and any applicable state securities or securities. “Blue Sky” laws (eto the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, from time to time for a period of time not to exceed one hundred twenty (120) days in any particular instance, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective or in order to prepare and file any supplement or amendment to such registration statement that the Board determines to be necessary and appropriate under applicable law. 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 unless the requisite qualification or exemption in such jurisdiction shall have been obtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Right Certificates and or of any certificates for shares of Series A Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Right Certificates to a person Person other than, or the issuance or delivery of certificates for the shares of Series A Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Series A Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the registered holder of such Rights Right 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 promptly notify the Rights Agent whenever it makes a public announcement pursuant to this Section 9(c), and send the Rights Agent a copy of the announcement. 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 shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or quotation system upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky laws securities or "blue sky"laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 Rights 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 or the exercise thereof shall not be permitted under applicable law. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares (in one one-hundredth (.01) of a share increments) of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for a number of shares (in one one-hundredth (.01) of a share increments) of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of the a number of shares (in one one-hundredth (.01) of a share increments) of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for a number of shares (in one one-hundredth (.01) of a share increments) of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereof, that will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or automated quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or quotation system upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 Rights 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 or the exercise thereof shall not be permitted under applicable law. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of the shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Common Stock, the number of shares of Common Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or the NASDAQ National Market System (the "NMS"), the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or the NMS upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company also will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 unless the requisite qualification, if any, in such jurisdiction shall have been obtained and until a registration statement (if required) has been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Common Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the a number of shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for a number of shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, shares of Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as In the event the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be become listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of exercisability of Rights referred to in this Section 9(c), 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 and shall be null and void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredth of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and or of any certificates for shares a number of one one-hundredth of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares certificates for a number of one one-hundredth of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-hundredth of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall at all times prior to the Expiration Date cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasuryStock, the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in this Agreement, including, without limitation, Section 11(a)(iii11(a) and subject to Section 7(e(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) fileas soon as practicable following the occurrence of a Section 11(a) (ii) Event and a determination by the Company in accordance with Section 11(a) (iii) hereof of the consideration to be delivered by the Company upon exercise of the Rights or, if so required by law, as soon as practicable following the Distribution Date (such date being the "Registration Date"), to file a registration statement on an appropriate form under the Securities Act of 1933 1933, as amended (the "Securities Act"), with respect to the Rights and the securities purchasable that may be acquired upon exercise of the Rights on an appropriate form(the "Registration Statement"), (ii) to cause such registration statement the Registration Statement to become effective as soon as practicable after such filing, and (iii) to cause such registration statement the Registration Statement to remain continue to be effective (with and to include a prospectus at all times meeting complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for the Rights. The Company will also securities covered by the Registration Statement, and (B) the Expiration Date, and (iv) to take as soon as practicable following the Registration Date such action as may be appropriate under the Blue Sky laws required to ensure that any acquisition of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability securities upon exercise of the Rights in order to prepare and file complies with any required registration statement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspendedapplicable state securities or "blue sky" laws. (dc) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securities) securities that may be delivered upon exercise of Rights shallRights) shall be, at the time of delivery of the certificates or depositary receipts for such shares (subject to payment of the Purchase Price)securities, be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (ed) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state documentary, stamp or transfer taxes and charges which may be payable tax imposed in respect of connection with the issuance or delivery of the Rights Certificates and or upon the exercise of Rights; provided, however, the Company shall not be required to pay any such tax imposed in connection with the issuance or delivery of Units of Preferred Stock, or any certificates or depositary receipts for shares of such Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, any other securities, cash or assets, as the case may be) upon to any person other than the exercise registered holder of Rightsthe Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not, however, not be required to pay issue or deliver any transfer tax which may be payable in respect of any transfer certificates or delivery of Rights Certificates to a person other than, or the issuance or delivery of the shares depositary receipts for Units of Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, any other securities, cash or assets, as the case may be) to, or in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a1) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b2) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c3) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 has been rescinded. 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 shall not have been declared effective. (d4) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e5) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Rights Certificate at Certificates no later than the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Subject to the Company's rights in Section 11(q) or elsewhere herein to otherwise fulfill its obligations hereunder, the Company covenants and agrees that that, from and after the Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued treasury shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury, not reserved for another purpose the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereofthis Rights Plan, 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 shares of Common Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii) or Section 13 hereof unless the Rights become exercisable pursuant to such adjustments. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or, if the shares of Common Stock are not listed on any national securities exchange or listed or registered for quotation on any other market (including, without limitation, the NASDAQ Stock Market ("NASDAQ")), the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable and as required by law following the Distribution Date, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration or termination of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period or periods of time from time to time, not to exceed ninety (90) daysdays in the aggregate after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 Rights Plan to the contrary, the Rights shall not be exercisable in any jurisdiction unless or until the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase PricePrice therefore), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesshares. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall at all times prior to the Expiration Date cause to be reserved and kept available out of its authorized and but unissued shares of Series B Preferred Stock and/or out of any shares of Series B Preferred Stock held in its treasury (and, and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) or any out of the authorized and issued but unissued shares of such other equity securities of the Company as may be issuable upon exercise of the Rights and/or out of any shares of such securities held in its treasury), the number of shares of Series B Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following such other equity securities of the occurrence of an Acquisition Event, Common Stock and/or other securitiesCompany) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereofthis Agreement, will be sufficient to permit the full exercise in full of all outstanding Rights. Upon the occurrence of any events resulting in an increase in the aggregate number of shares of Series B Preferred Stock (or other equity securities of the Company) issuable upon exercise of all outstanding Rights above the number then reserved, the Company shall make appropriate increases in the number of shares so reserved. (b) So long as the shares of Series B Preferred Stock (and, and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securitiesequity securities of the Company) issuable to be issued and delivered upon the exercise of the Rights may be listed on any national securities stock exchange, the Company shall during the period from the Distribution Date through the Expiration Date use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its reasonable best efforts to (i) file, either (A) as soon as practicable following the first occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) hereof, if applicable, of the consideration to be delivered by the Company upon exercise of the Rights, or (B) if so required by law, as soon as required following the Distribution Date (the earliest of (A) and (B) being the “Registration Date”), to file a registration statement on an appropriate form under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable that may be acquired upon exercise of the Rights on an appropriate form, (the “Registration Statement”); (ii) to cause such registration statement the Registration Statement to become effective as soon as practicable after such filing, and ; (iii) to cause such registration statement the Registration Statement to remain effective (with and to include a prospectus at all times meeting complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for the Rights. The Company will also securities covered by the Registration Statement and (B) the Expiration Date; and (iv) to take as soon as practicable following the Registration Date such action as may be appropriate under the Blue Sky laws required to ensure that any acquisition of securities upon exercise of the various statesRights complies with any applicable state securities or “Blue Sky” laws. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement and permit it to become effective. Upon any such suspension, the Company shall notify the Rights Agent thereof in writing and shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect, stating that the suspension on the exercisability of the Rights is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction (x) if the requisite qualification in such jurisdiction shall not have been obtained and until a registration statement has been declared effective or (y) if the exercise thereof shall not be permitted under applicable law. (d) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares of Series B Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securities) securities that may be delivered upon exercise of Rights shallRights) shall be, at the time of delivery of the certificates or depositary receipts for such shares securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and issued, fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state documentary, stamp, or transfer taxes and charges which may be tax, or other tax or charge, that is payable in respect of the issuance or and delivery of the Rights Certificates or the issuance and delivery of any certificates or depository receipts for shares of Series B Preferred Stock (or Common other equity securities of the Company that may be delivered upon exercise of the Rights) upon the exercise of Rights; provided,however, the Company shall not be required to pay any such tax or charge that may be payable in connection with the issuance or delivery of Units of Series B Preferred Stock, or any certificates or depositary receipts or entries in the Book Entry account system of the transfer agent for such Units of Series B Preferred Stock and/or (or, following the occurrence of a Triggering Event, any other securities, cash or other assets, as the case may be) upon to any Person other than the exercise registered holder of Rightsthe Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not, however, not be required to pay issue or deliver any transfer tax which may be payable certificates or depositary receipts or entries in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery Book Entry account system of the shares transfer agent for Units of Series B Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, any other securities, cash or other assets, as the case may be) to, or in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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. (f) The Company shall use its reasonable best efforts, on or prior to the date that is either (A) as soon as practicable following the first occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) hereof, if applicable, of the consideration to be delivered by the Company upon exercise of the Rights, or (B) if so required by law, as soon as required following the Distribution Date, to obtain any and all regulatory approvals that may be required with respect to the securities purchasable upon exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in the first sentence of this Section 9(f), the exercise of the Rights in order to permit the Company to obtain the necessary regulatory approvals. Upon any such suspension, the Company shall notify the Rights Agent thereof in writing and issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement (with written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect stating that the suspension on the exercise of the Rights is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable unless and until all required regulatory approvals have been obtained with respect to the securities purchasable upon exercise of the Rights.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 has been rescinded. 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 shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, shares of Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as In the event the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be become listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of exercisability of Rights referred to in this Section 9(c), the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect, in each case with simultaneous written notice to the Rights Agent. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable and shall be null and void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. The Rights Agent may assume that any Right exercised is permitted to be exercised under applicable law and shall have no liability for acting in reliance upon such assumption. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and or of any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares certificates for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) . So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) . The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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. (d) , as well as a public announcement at such time as the suspension has been rescinded. 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 shall not have been declared effective. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. (e) nonassessable. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) . So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or and/ or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) . The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 (the "“Act"), ”) with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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. (d) , as well as a public announcement at such time as the suspension has been rescinded. 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 shall not have been declared effective. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or and/ or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (or Units) (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securities. (e) non-assessable. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or and/ or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due. Each Person in whose name any certificate for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made provided; however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall at all times prior to the Expiration Date cause to be reserved and kept available out of its authorized and but unissued shares of Series B Preferred Stock and/or out of any shares of Series B Preferred Stock held in its treasury (and, and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) or any out of the authorized and issued but unissued shares of such other equity securities of the Company as may be issuable upon exercise of the Rights and/or out of any shares of such securities held in its treasury), the number of shares of Series B Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following such other equity securities of the occurrence of an Acquisition Event, Common Stock and/or other securitiesCompany) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereofthis Agreement, will be sufficient to permit the full exercise in full of all outstanding Rights. Upon the occurrence of any events resulting in an increase in the aggregate number of shares of Series B Preferred Stock (or other equity securities of the Company) issuable upon exercise of all outstanding Rights above the number then reserved, the Company shall make appropriate increases in the number of shares so reserved. (b) So long as the shares of Series B Preferred Stock (and, and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securitiesequity securities of the Company) issuable to be issued and delivered upon the exercise of the Rights may be listed on any national securities stock exchange, the Company shall during the period from the Distribution Date through the Expiration Date use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its reasonable best efforts to (i) file, either (A) as soon as practicable following the first occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) hereof, if applicable, of the consideration to be delivered by the Company upon exercise of the Rights, or (B) if so required by law, as soon as required following the Distribution Date (the earliest of (A) and (B) being the “Registration Date”), to file a registration statement on an appropriate form under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable that may be acquired upon exercise of the Rights on an appropriate form, (the “Registration Statement”); (ii) to cause such registration statement the Registration Statement to become effective as soon as practicable after such filing, and ; (iii) to cause such registration statement the Registration Statement to remain effective (with and to include a prospectus at all times meeting complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for the Rights. The Company will also securities covered by the Registration Statement and (B) the Expiration Date; and (iv) to take as soon as practicable following the Registration Date such action as may be appropriate under the Blue Sky laws required to ensure that any acquisition of securities upon exercise of the various statesRights complies with any applicable state securities or “Blue Sky” laws. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement and permit it to become effective. Upon any such suspension, the Company shall notify the Rights Agent thereof in writing and shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect, stating that the suspension on the exercisability of the Rights is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction (x) if the requisite qualification in such jurisdiction shall not have been obtained and until a registration statement has been declared effective or (y) if the exercise thereof shall not be permitted under applicable law. (d) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares of Series B Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securities) securities that may be delivered upon exercise of Rights shallRights) shall be, at the time of delivery of the certificates or depositary receipts for such shares securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and issued, fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state documentary, stamp, or transfer taxes and charges which may be tax, or other tax or charge, that is payable in respect of the issuance or and delivery of the Rights Certificates or the issuance and delivery of any certificates or depository receipts for shares of Series B Preferred Stock (or Common other equity securities of the Company that may be delivered upon exercise of the Rights) upon the exercise of Rights; provided, however, the Company shall not be required to pay any such tax or charge that may be payable in connection with the issuance or delivery of Units of Series B Preferred Stock, or any certificates or depositary receipts or entries in the Book Entry account system of the transfer agent for such Units of Series B Preferred Stock and/or (or, following the occurrence of a Triggering Event, any other securities, cash or other assets, as the case may be) upon to any Person other than the exercise registered holder of Rightsthe Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not, however, not be required to pay issue or deliver any transfer tax which may be payable certificates or depositary receipts or entries in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery Book Entry account system of the shares transfer agent for Units of Series B Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, any other securities, cash or other assets, as the case may be) to, or in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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. (f) The Company shall use its reasonable best efforts, on or prior to the date that is either (A) as soon as practicable following the first occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) hereof, if applicable, of the consideration to be delivered by the Company upon exercise of the Rights, or (B) if so required by law, as soon as required following the Distribution Date, to obtain any and all regulatory approvals that may be required with respect to the securities purchasable upon exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in the first sentence of this Section 9(f), the exercise of the Rights in order to permit the Company to obtain the necessary regulatory approvals. Upon any such suspension, the Company shall notify the Rights Agent thereof in writing and issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement (with written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect stating that the suspension on the exercise of the Rights is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable unless and until all required regulatory approvals have been obtained with respect to the securities purchasable upon exercise of the Rights.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(ell(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Triggering Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of exercisability of the Rights referred to in this Section 9(c), 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, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock Units (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of Preferred Stock Units (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of Preferred Stock Units (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of Preferred Stock Units (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, shares of Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as In the event the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be become listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, days after the exercisability of the Rights in order to prepare and file any required registration statement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended.date set forth (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one-one thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and or of any certificates for shares a number of one-one thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares certificates for a number of one-one thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one-one thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best all reasonable efforts to cause, from and after such time as the Rights become exercisable, cause all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best all reasonable efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of the exercisability of the Rights referred to in this Section 9(c), 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 promptly provide the Rights Agent with copies of such announcements. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable and shall be void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, the exercise thereof shall not be permitted under applicable law, or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-thousandth of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that that, except as set forth in Section 6(a) hereof and this Section 9(e), it will pay when due and payable any and all federal and state transfer taxes and governmental charges which that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which or charge that may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Rights Certificate Certificates 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, shares of Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as In the event the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be become listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of exercisability of Rights referred to in this Section 9(c), the Company shall issue a public announcement (with prompt notice thereof to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with prompt notice thereof 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 and shall be null and void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one-tenths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and or of any certificates for shares a number of one-tenths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares certificates for a number of one-tenths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one-tenths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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.

Reservation and Availability of Capital Stock. (a) The Subject to the Company’s rights in Section 11(q) or elsewhere herein to otherwise fulfill its obligations hereunder, the Company covenants and agrees that that, from and after the Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued treasury shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury, not reserved for another purpose the number of shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereofthis Agreement, 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 shares of Common Stock or other securities sufficient to permit the exercise in full of all outstanding Rights pursuant to the adjustments set forth in Section 11(a)(ii) or Section 13 hereof unless the Rights become exercisable pursuant to such adjustments. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable and as required by law following the Distribution Date, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period or periods of time from time to time, not to exceed ninety (90) daysdays in the aggregate after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 unless the requisite qualification in such jurisdiction shall have been obtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, shares of Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will shall be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as In the event the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable upon the exercise of the Rights may be become listed on any national securities exchangeexchange or the NYSE Arca, the Company shall use its reasonable best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or the NYSE Arca upon official notice of issuance upon such exercise. (c) The Company shall use its reasonable best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will shall also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of exercisability of Rights referred to in this Section 9(c), the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect, in each case with simultaneous written notice to the Rights Agent. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable and shall be null and void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. The Rights Agent may assume that any Right exercised is permitted to be exercised under applicable law and shall have no liability for acting in reliance upon such assumption. (d) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares one one-thousandths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnon-assessable. (e) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and or of any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares certificates for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that that, from and after the Distribution Date, it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Common Stock of the Company (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) of the Company held in its treasury, the number of shares of Preferred Common Stock of the Company (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or the amount of other securities) that, except as provided in this Agreement (including Section 11(a)(iii) and subject to Section 7(e) hereof), will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Common Stock of the Company (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable or transferable from the Company's treasury and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best all reasonable efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance or transfer to be listed on such exchange upon official notice of issuance or transfer upon such exercise. (c) The Company shall use its best all reasonable efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event 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 required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933 (the "Act"), on an appropriate form with respect to the Rights and the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate formRights, (ii) cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the securities or "Blue Sky Sky" laws of the various statesstates and other jurisdictions in connection with the exercisability of the Rights. The Company may may, acting by resolution of the Board, temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement and permit it to become effective. Upon In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspendedsuspended and shall issue 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 in other circumstances following the Distribution Date, the Company may similarly 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, or the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Common Stock of the Company (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that that, except as set forth in Section 6(a) hereof and this Section 9(e), it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Preferred Common Stock of the Company (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance issuance, transfer from treasury or delivery of the a number of shares of Preferred Common Stock of the Company (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or exercise, nor shall the Company be required to issue or deliver any certificates for shares of Preferred Common Stock of the Company (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will shall at all times prior to the Expiration Date cause to be reserved and kept available out of its authorized and but unissued shares of Series B Preferred Stock and/or out of any shares of Series B Preferred Stock held in its treasury (and, and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) or any out of the authorized and issued but unissued shares of such other equity securities of the Company as may be issuable upon exercise of the Rights and/or out of any shares of such securities held in its treasury), the number of shares of Series B Preferred Stock (and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) held in its treasury, the number of shares of Preferred Stock (and, following such other equity securities of the occurrence of an Acquisition Event, Common Stock and/or other securitiesCompany) that, except as provided in Section 11(a)(iii) and subject to Section 7(e) hereofthis Agreement, will be sufficient to permit the full exercise in full of all outstanding Rights. Upon the occurrence of any events resulting in an increase in the aggregate number of shares of Series B Preferred Stock (or other equity securities of the Company) issuable upon exercise of all outstanding Rights above the number then reserved, the Company shall make appropriate increases in the number of shares so reserved. (b) So long as the shares of Series B Preferred Stock (and, and following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securitiesequity securities of the Company) issuable to be issued and delivered upon the exercise of the Rights may be listed on any national securities stock exchange, the Company shall during the period from the Distribution Date through the Expiration Date use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its reasonable best efforts to (i) file, either (A) as soon as practicable following the first occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) hereof, if applicable, of the consideration to be delivered by the Company upon exercise of the Rights, or (B) if so required by law, as soon as required following the Distribution Date (the earliest of (A) and (B) being the “Registration Date”), to file a registration statement on an appropriate form under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable that may be acquired upon exercise of the Rights on an appropriate form, (the “Registration Statement”); (ii) to cause such registration statement the Registration Statement to become effective as soon as practicable after such filing, and ; (iii) to cause such registration statement the Registration Statement to remain effective (with and to include a prospectus at all times meeting complying with the requirements of the Securities Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for the Rights. The Company will also securities covered by the Registration Statement and (B) the Expiration Date; and (iv) to take as soon as practicable following the Registration Date such action as may be appropriate under the Blue Sky laws required to ensure that any acquisition of securities upon exercise of the various statesRights complies with any applicable state securities or “Blue Sky” laws. The Company may temporarily suspend, for a period of time not to exceed ninety 90 days after the date set forth in clause (90i) daysof the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement and permit it to become effective. Upon any such suspension, the Company shall notify the Rights Agent thereof in writing and shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (with written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect, stating that the suspension on the exercisability of the Rights is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction (x) if the requisite qualification in such jurisdiction shall not have been obtained and until a registration statement has been declared effective or (y) if the exercise thereof shall not be permitted under applicable law. (d) The Company covenants and agrees that it will shall take all such action as may be necessary to ensure that all shares of Series B Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or any other securities) securities that may be delivered upon exercise of Rights shallRights) shall be, at the time of delivery of the certificates or depositary receipts for such shares securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and issued, fully paid and nonassessable shares or securitiesnon‑assessable. (e) The Company further covenants and agrees that it will shall pay when due and payable any and all federal and state documentary, stamp, or transfer taxes and charges which may be tax, or other tax or charge, that is payable in respect of the issuance or and delivery of the Rights Certificates or the issuance and delivery of any certificates or depository receipts for shares of Series B Preferred Stock (or Common other equity securities of the Company that may be delivered upon exercise of the Rights) upon the exercise of Rights; provided, however, the Company shall not be required to pay any such tax or charge that may be payable in connection with the issuance or delivery of Units of Series B Preferred Stock, or any certificates or depositary receipts or entries in the Book Entry account system of the transfer agent for such Units of Series B Preferred Stock and/or (or, following the occurrence of a Triggering Event, any other securities, cash or other assets, as the case may be) upon to any Person other than the exercise registered holder of Rightsthe Rights Certificates evidencing the Rights surrendered for exercise. The Company shall not, however, not be required to pay issue or deliver any transfer tax which may be payable certificates or depositary receipts or entries in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery Book Entry account system of the shares transfer agent for Units of Series B Preferred Stock (or Common Stock and/or or, following the occurrence of a Triggering Event, any other securities, cash or other assets, as the case may be) to, or in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until 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. (f) The Company shall use its reasonable best efforts, on or prior to the date that is either (A) as soon as practicable following the first occurrence of a Section 11(a)(ii) Event and a determination by the Company in accordance with Section 11(a)(iii) hereof, if applicable, of the consideration to be delivered by the Company upon exercise of the Rights, or (B) if so required by law, as soon as required following the Distribution Date, to obtain any and all regulatory approvals that may be required with respect to the securities purchasable upon exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in the first sentence of this Section 9(f), the exercise of the Rights in order to permit the Company to obtain the necessary regulatory approvals. Upon any such suspension, the Company shall notify the Rights Agent thereof in writing and issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement (with written notice thereof to the Rights Agent) at such time as the suspension is no longer in effect stating that the suspension on the exercise of the Rights is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable unless and until all required regulatory approvals have been obtained with respect to the securities purchasable upon exercise of the Rights.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or or other securities) securities or any out of its authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with this Agreement, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any such registration statement and permit it to become effective. 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 statementstatement has been declared effective. Upon any such suspensionsuspension of the exercisability of the Rights referred to in this Section 9(c), 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 promptly provide the Rights Agent with copies of such announcements. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable and shall be void so long as held by a holder in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and governmental charges which that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one -hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which or charge that may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one -hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one -hundredths of a share of Preferred Stock (or Common Stock and/or or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Rights Certificate Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasury), the number of shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) that, except as provided in this Agreement including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or “blue sky” laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) daysdays after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 has been rescinded. 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 shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares one one-hundredths of a share of Preferred Stock (and, following the occurrence of an Acquisition a Triggering Event, Common Stock and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares a number of one one-hundredths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.

Reservation and Availability of Capital Stock. (a) The Company covenants and agrees that it will from and after such time as the Rights become exercisable use its best reasonable efforts to cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) or any authorized and issued shares of Preferred Stock (and following any other securities for which the occurrence of an Acquisition Event, Common Stock and/or other securities) held in its treasuryRights become exercisable), the number of shares of Preferred Common Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) that, except as provided in this Agreement, including Section 11(a)(iii) and subject to Section 7(e) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Common Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or authorized for quotation on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq"), the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be authorized for such quotation or to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Dateearliest date after the first occurrence of a Section 11(a)(ii) Event, a registration statement under the Securities Act of 1933 (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the expiration of Rights are no longer exercisable for such securities, and (B) the RightsExpiration Date. The Company will also take such action as may be appropriate under under, or to ensure compliance with, the Blue Sky securities or "blue sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period up to 90 days after the date set forth in clause (i) of time not to exceed ninety (90) daysthe first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file any required such registration statementstatement 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 so long as the Company uses good faith efforts to that end. 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 has not been obtained, the exercise thereof is not permitted under applicable law or a registration statement has not been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (and, following the occurrence of an Acquisition Event, Common Stock and/or other securities) securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares or securitiesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Rights Certificates and of any certificates for shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of the shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, of the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Preferred Common Stock (or Common Stock and/or other securities, as the case may be) ), in a name other than that of the registered holder upon the exercise of any Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.