Common use of Reservation and Availability of Common Shares Clause in Contracts

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to reserve and keep available out of its authorized and unissued Common Shares, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, as the Common Shares issuable upon the exercise of 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 (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 will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such 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 Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, Shares or any authorized and issued Common Shares held in its treasury the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any corporation law applicable to the Company). (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any corporation law applicable to the Company). (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that at all times prior to the occurrence of a Section 11(a)(ii) Event it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. , and after the occurrence of a Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of Common Shares (band/or other securities) At such time, if any, which may be required to permit the exercise in full of the Rights pursuant to this Rights Agreement. So long as the Common Shares (and, after the occurrence of a Section 11(a)(ii) Event, preferred shares or other securities) issuable upon the exercise of the Rights may be listed on any national securities exchangeexchange or stock market, the Company shall will use its best reasonable efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange or stock market upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (db) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or preferred shares and/or other securities as the case may be) delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares, and other securities (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and issued, fully paid and nonassessable sharesnonassessable. (ec) The Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable 13 - RIGHTS AGREEMENT in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or preferred shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to (i) pay any transfer tax that which may be payable in respect of any transfer or delivery of any Right Certificates to a person other than, Certificate or the issuance or delivery of certificates any certificate or depositary receipts for the Common Shares (or preferred shares and/or other securities as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, transfer or exercise or (ii) to issue or deliver any certificates certificate or depositary receipts for Common Shares (or preferred shares and/or other securities as the case may be) upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. (d) The Company shall use its reasonable effort to (i) file, as soon as practicable following the Shares Acquisition Date, a registration statement under the Securities Act, with respect to 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 and the rules and regulations thereunder) until the date of the expiration of the rights provided by Section 11(a)(ii). The Company will also take such action as may be appropriate under the blue sky laws of the various states. (e) Notwithstanding any provision of this Rights Agreement to the contrary, the Rights shall not be exercisable (a) unless and until any regulatory approvals required for the issuance and/or sale of Common Shares upon such exercise have been obtained, (b) in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or (c) if the exercise thereof, or the issuance and/or sale of the Common Shares to be purchased upon such exercise, shall not be permitted under the Company's Articles of Incorporation, as amended, or any applicable law or administrative or judicial regulation or order.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that that, from and after the Distribution Date, it will use its best efforts to reserve and keep available out a sufficient number of its authorized and unissued Common SharesShares to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof; provided, however, that the number of Company shall not be required to keep available Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights pursuant to the adjustments set forth in Sections 11(a) unless, and only to the extent that, the Rights become exercisable pursuant to such adjustments. (b) At such time, if any, as the Common Shares issuable upon the exercise of 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 (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 will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) shares in accordance with applicable law. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or, if such securities are uncertificated, the registration of such securities in the Company’s share register) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s or the Rights Agent’s satisfaction that no such tax or charge is due. (c) The Company shall use its commercially reasonable 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, a registration statement under the Act, with respect to 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 Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed one hundred and twenty (120) days 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 such registration statement and permit it to become effective. In addition, if the Company shall determine that the Securities Act requires an effective registration statement under the Securities Act following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as such a registration statement has been declared 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.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any corporation law applicable to the Company). (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s reasonable satisfaction that no such tax is due. (e) If the Company determines that registration under the Securities Act is required, the Company shall use commercially reasonable efforts (i) to file, as soon as practicable after the Distribution Date, a registration statement under the Securities Act with respect to the securities issuable upon exercise of the Rights, (ii) to cause such registration statement to become effective as soon as practicable after such 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 Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also take such action as may be appropriate to ensure compliance with the securities or blue sky laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights to prepare and file such registration statement and permit it to become effective or to qualify the rights, the exercise thereof or the issuance of securities upon the exercise thereof under state securities or blue sky laws. The Company shall issue a public announcement upon any such suspension stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement when the suspension is no longer in effect. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable for securities in any jurisdiction if the requisite qualification in such jurisdiction has not been obtained, such exercise is not permitted under applicable law or a registration statement in respect of such securities has not been declared effective.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, Shares or any authorized and issued Common Shares held in its treasury the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any corporation law applicable to the Company). (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s reasonable satisfaction that no such tax is due. (e) If the Company determines that registration under the Securities Act is required, the Company shall use commercially reasonable efforts (i) to file, as soon as practicable after the Distribution Date, a registration statement under the Securities Act with respect to the securities issuable upon exercise of the Rights, (ii) to cause such registration statement to become effective as soon as practicable after such 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 Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also take such action as may be appropriate to ensure compliance with the securities or blue sky laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights to prepare and file such registration statement and permit it to become effective or to qualify the rights, the exercise thereof or the issuance of securities upon the exercise thereof under state securities or blue sky laws. The Company shall issue a public announcement upon any such suspension stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement when the suspension is no longer in effect. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable for securities in any jurisdiction if the requisite qualification in such jurisdiction has not been obtained, such exercise is not permitted under applicable law or a registration statement in respect of such securities has not been declared effective.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full pursuant to Section 7 hereof of all outstanding Rights. (b) At ; such number of Common Shares reserved and kept available shall be adjusted from time to time, if anyand to the extent required, upon the occurrence of any of the events described in Section 11 hereof. So long as the Company's Common Shares issuable upon the exercise of Rights may be are listed on any a national securities exchange, the Company shall use its best efforts endeavor to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that exercisable, all Common Shares reserved for issuance upon exercise of 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) issuance. The Company covenants and agrees that it will prepare take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall be, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), duly and filevalidly authorized and issued, fully paid, nonassessable and freely tradeable shares, free and clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or first refusal. 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 Right Certificates or of any Common Shares 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 Right Certificates to a person other than, or the issuance or delivery of certificates for the Common Shares in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise, or to issue or deliver any certificates for Common Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company also shall use its best efforts (i) to file on an appropriate form, as soon as practicable following the Share Acquisition Date or any announcement later of the first occurrence of a Tender Offer Triggering Event or Exchange Offer as contemplated by Section 3the Distribution Date, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Rights and the securities purchasable issuable upon exercise of the Rights on an appropriate formRights, and use its best efforts (ii) to cause such registration statement to (i) become effective as soon as practicable after such filing, and (iiiii) 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 Rights are no longer exercisable for such securities or and (B) the Final Expiration Date. The company will Company shall 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the registration statement is filedfirst sentence of this paragraph, the exercise exercisability of the Rights in order to permit the prepare and file such registration statement and to permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise 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 should be filed under the Securities Act or any state securities laws following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights in each relevant jurisdiction until such time as a registration statement has been declared effective and, 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 anything in this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite registration or qualification in such jurisdiction shall not have been obtained effected or the exercise thereof is of the Rights shall not be permitted under applicable law. (d) The Company covenants and agrees that it will take all such action as may be necessary . Notwithstanding anything in this Agreement to ensure that all Common Shares delivered upon exercise of Rights shallthe contrary, at after the time of delivery later of the certificates for such Common Shares (subject to payment Distribution Date and the first occurrence of a Triggering Event, the Purchase Price and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, howeverexcept as permitted by Section 23 or Section 26 hereof, be required take (or permit any Subsidiary to pay take) any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate action if at the time of surrender) such action is taken it is reasonably foreseeable that such action will eliminate or until otherwise diminish the benefits intended to be afforded by the Rights. In the event that the Company is obligated to pay cash pursuant to Sections 11 or 14 hereof, it has been established to shall make all arrangements necessary so that such cash is available for distribution by the Company's satisfaction that no such tax is dueRights Agent, if and when appropriate.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full pursuant to Section 7 of all outstanding Rights. (b) At such time, if any, So long as the Common Shares 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and shall use its best efforts to (i) file, as soon as practicable following the Share Acquisition earlier of the Separation Date or any announcement of a Tender Offer or Exchange Offer as contemplated soon as is required by Section 3law, a registration statement under the Securities Act of 1933, as amended 1933 (the "Act"), with respect to the Rights and the securities Common Shares purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to (ii) cause such registration statement to (i) become effective as soon as practicable after such the filing, and (iiiii) 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 or (B) the Final Expiration Date. The company Company will also take such all action as may be appropriate under, or necessary to ensure compliance with, with the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 calendar days after the date set forth in clause (i) of the registration statement is filedfirst sentence of this Section 9(c), the exercise exercisability of the Rights in order to permit the prepare and file such registration statement to become effectivestatements. Upon any such suspension, the Company shall issue a public announcement stating that the exercise exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such that jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable lawobtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Rights Certificates to a person other than, or the issuance or delivery of the Common Shares 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 or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right 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 Common Shares. (a) The Company Corporation covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will use its best efforts will, to reserve the extent reasonably practicable, cause to be reserved and keep kept available out of its authorized and unissued Common SharesShares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (d) The Company Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares or other securities (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) non-assessable shares or securities. The Company Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CompanyCorporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to 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 and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. (aa. Subject to the Company's rights under Section 11(a)(iii) The hereto to otherwise fulfill its obligations hereunder, the Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares and/or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that such action need not be taken with respect to Common Shares (or other securities) issuable upon exercise of the Rights until after such time as the Rights become exercisable. (b) At such time, if any, b. So long as the Common Shares issuable upon the exercise of Rights may be listed on any national securities exchangeexchange or authorized for quotation on any interdealer quotation system of any securities association, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange or quoted on such system upon official notice of issuance upon such exercise. (c) c. The Company will prepare and shall use its best efforts to (i) file, as soon as practicable following the Share Acquisition Date or any announcement earliest date after the occurrence of a Tender Offer 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)(ii) or Exchange Offer 11(a)(iii) hereof, or as contemplated soon as is required by law following the Distribution Date, as the case may be (provided the Company shall not have elected to make the exchange permitted by Section 325 hereof for all outstanding Rights (other than the Rights that shall have become null and void pursuant to Section 7(e) hereof)), a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to (ii) cause such registration statement to (i) become effective as soon as practicable after such filing, and (iiiii) 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 or and (B) the Final Expiration Date. The company 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. The Company may temporarily suspend, for a period of time not to exceed 90 ninety (90) days after the date set forth in clause (i) of the registration statement is filedfirst sentence of this Section 9(c), the exercise exercisability of the Rights in order to permit the prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall give notice to the Rights Agent and issue a public announcement stating that the exercise exercisability of the Rights has been temporarily suspended, as well as a notice to the Rights Agent and 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 but prior to the occurrence of a Section 11(a)(ii) Event hereof, 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 obtained, the exercise thereof is shall not be permitted under applicable lawlaw or a registration statement shall not have been declared effective. (d) d. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesExercise Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) 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 that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities or property) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or other governmental charge which may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities or property) in a name other than that of, the registered holder of the Right Certificate Certificates evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares (or other securities or property) in a name other than that of the registered holder upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any corporation law applicable to the Company). (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any corporation law applicable to the Company). (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants may, but is not required to, cause to be reserved and agrees that it will use its best efforts to reserve and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and shall use its best efforts (X) (i) to file, as soon as practicable following the Share Acquisition Date or any announcement first occurrence of a Tender Offer Section 11(a)(ii) Event, or Exchange Offer as contemplated soon as required by Section 3law, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts (ii) to cause such registration statement to (i) become effective as soon as practicable after such filing, and (iiiii) 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 Rights are no longer exercisable for such securities or securities, and (B) the Final Expiration Date and (Y) (i) to file appropriate applications with any state or federal regulatory bodies having jurisdiction over the issuance of the securities (or assets) purchasable upon exercise of the Rights in order to obtain any approvals or orders of such bodies as may be legally required, (ii) to cause such approvals to be obtained or orders to be issued as soon as practicable after such filing and (iii) to cause such approvals or orders to remain effective until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities (or assets), and (B) the Expiration Date, to the extent not previously obtained. The company Company will also take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue sky" sky laws of the various states in connection with the exercisability of the Rightsstates. The Company may temporarily suspend, suspend (X) for a period of time not to exceed 90 ninety (90) days after the date set forth in clause (X) (i) of the registration statement is filedfirst sentence of this Section 9(c), the exercise exercisability of the Rights in order to permit the prepare and file such registration statement and permit it to become effective, and (Y) for a period of time not in excess of 180 days after such date (or for such longer period as is required by any applicable law, rule or regulation of any appropriate regulatory bodies), the exercisability of the Rights in order to obtain any such required regulatory body approvals or orders. Upon any such suspension, the Company shall issue a public announcement and shall give simultaneous written notice to the Rights Agent stating that the exercise exercisability of the Rights has been temporarily suspended, as well as a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification qualifications in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable lawobtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any law applicable to the Company). (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 that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants will cause to be reserved and agrees that it will use its best efforts to reserve and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such timeThe Company will, if anyas soon as practicable following a Triggering Event, cause all Common Shares (or other securities, as the Common Shares issuable case may be) reserved for issuance upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)be, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exerciseissuance, listed on the stock exchange or market on which the Common Shares are then listed for trading. (c) The Company will prepare and filewill, as soon as practicable following the Share Acquisition Date or any announcement first occurrence of a Tender Offer or Exchange Offer as contemplated by Section 3Triggering Event, (i) prepare and file a registration statement under the Securities Act of 1933, as amended 1933 (the "Securities Act"), ) with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and (ii) use its reasonable best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (iiiii) use its reasonable best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier date of (A) the date as expiration of which the Rights are no longer exercisable for such securities or (B) the Final Expiration DateRights. The company Company will also take such action actions as may be appropriate under, or to ensure compliance with, under the securities or "blue sky" sky laws of the various states in connection with the exercisability issuance of the Rights and 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 the registration statement is filedninety (90) days, the exercise exercisability of the Rights in order to permit the prepare and file such registration statement to become effectivestatement. Upon any such suspension, the Company shall will issue a public announcement and notice to the Rights Agent stating that the exercise exercisability of the Rights has been temporarily suspended, as well as and the Company will issue a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall will not be exercisable in any jurisdiction if the in which any requisite registration or qualification in such jurisdiction shall will not have been obtained or the exercise thereof is not permitted under applicable lawobtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shallwill, at the time of delivery of the certificates for such Common Shares therefor (subject to payment of the Purchase Price and any applicable transfer taxesor the Exercise Price, as the case may be), be duly and validly authorized and issued and issued, fully paid and nonassessable sharesnonassessable, freely tradeable, free and clear of any liens, encumbrances or other adverse claims and not subject to any call or first refusal right. (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 that may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Company shall will not, however, be required to (a) pay any transfer tax that may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, of the registered holder of the Right Certificate evidencing the Rights surrendered for exercise, exercise or to (b) issue or deliver any certificates or depositary receipts for a number of Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Rights until any such tax shall have has been paid (any such tax being payable by the holder of such 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 Common Shares. (a) The Subject to the Company's rights under Section 11(a)(iii) hereof to otherwise fulfill its obligations hereunder, the Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights pursuant to the terms of this Agreement; provided, however, that such action need not be taken with respect to Common Shares (or other securities) issuable upon exercise of the Rights until after such time as the Rights become exercisable, and with respect to Common Shares (or other securities) issuable upon occurrence of a Triggering Event until the occurrence of such event. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of Rights may be listed on any national stock exchange or authorized for quotation on any interdealer quotation system of any securities exchangeassociation, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange or quoted on such system upon official notice of issuance upon such exercise. (c) The Company will prepare and shall use its best efforts to (i) file, as soon as is practicable following the Share Acquisition Date or any announcement earliest date after the first occurrence of a Tender Offer Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Sections 11(a)(ii) (or Exchange Offer Section 11(a)(iii) and 13 hereof), or as contemplated soon as is required by Section 3law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Rights and the Common Shares or other securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to (ii) cause such registration statement to (i) become effective as soon as practicable after such filing, filing and (iiiii) 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 or (B) the Final Expiration Date. The company 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 and other appropriate jurisdictions in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 ninety (90) days after the date set forth in clause (i) of the registration statement is filedfirst sentence of this Section 9(c), the exercise exercisability of the Rights in order to permit the prepare and file such registration statement and permit it to become effective and to take such actions under such other securities or blue sky laws and permit them to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise 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, each time with prompt written notice thereof to the Rights Agent. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend, with prompt written notice thereof to the Rights Agent, 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 is shall not be permitted under applicable lawlaw 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 Common Shares or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) The Company further covenants and agrees that that, subject to Sections 6 and 7(c), it will pay when due and payable payable, any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities or property) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge that may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities or property) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares (or other securities or property) upon the exercise of any Rights, until any such transfer tax or charge shall have been paid (any such transfer tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such transfer tax or charge is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any Common Shares held in its treasury, the a number of Common Shares Shares that will be (or other securities) sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7 of this Agreement. (b) At such time, if any, as the Common Shares issuable upon the exercise of 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 (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 will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares or other securities delivered upon due exercise of Rights shalland payment of the purchase price therefor will be duly and validly authorized and issued, fully paid, and nonassessable at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessable sharesor other securities. (ec) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any Common Shares or other securities upon the exercise of Rights. The Company shall will not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Rights Certificates to a person Person other than, or the issuance or delivery of certificates or depositary depository receipts for the Common Shares or other securities in a name other than that of, the registered holder of the Right Rights Certificate evidencing Rights surrendered for exercise, ; or to issue or to deliver any certificates or depositary depository receipts for Common Shares or other securities upon the exercise of any Rights, Rights until any such tax shall have has been paid (any such tax being payable by the holder of such Right 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. (d) The Company may temporarily suspend the exercisability of the Rights in order to prepare and file any registration statement as may be required to be filed pursuant to applicable law with respect to securities purchasable upon exercise of the Rights. Upon any such suspension, the Company will issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. The Company will thereafter issue a public announcement at such time as the suspension is no longer in effect.

Reservation and Availability of Common Shares. (a) The Company Corporation covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will use its best efforts will, to reserve the extent reasonably practicable, cause to be reserved and keep kept available out of its authorized and unissued Common SharesShares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, or admitted for quotation on any on a quotation system sponsored by a registrant national securities association, the Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange or admitted for quotation on such system, as the case may be upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (d) The Company Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares or other securities (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) non-assessable shares or securities. The Company Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CompanyCorporation's reasonable satisfaction that no such tax is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to 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 and the rules and regulations thereunder) until the date of the expiration of the rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states. Unless otherwise instructed by the Corporation in writing, 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.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, the number of Common Shares Shares that that, as provided in this Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, So long as the any Common Shares issuable and deliverable upon the exercise of the Rights may be are listed on any national securities exchangeexchange or quoted on any trading system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange exchange, or quoted on such system, upon official notice of issuance upon such exercise. (c) The . Following the occurrence of a Triggering Event, the Company will prepare use its best efforts to list (or continue the listing of) the Rights and file, as soon as practicable following the Share Acquisition Date securities issuable and deliverable upon the exercise of the Rights on one or any announcement of a Tender Offer more national securities exchanges or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to cause the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and to be reported by NASDAQ or such other transaction reporting system then in use. (c) The Company shall use its best efforts to (i) prepare and file, as soon as practicable following the first occurrence of a Flip-In Event or, if applicable, as soon as practicable following the earliest 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 pursuant to this Agreement (including in accordance with Section 11(a)(iii) hereof), a registration statement on an appropriate form under the Securities Act with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to (i) become effective as soon as practicable after such filing, filing and (iiiii) 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 or and (B) the Final Expiration Date. The company 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 States within the United States in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the registration statement is filedfirst sentence of this Section 9(c), the exercise exercisability of the Rights in order to permit the prepare and file such registration statement and permit it to become effective. In addition, if the Company shall determine that the Securities Act requires an effective registration statement under the Securities Act following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as such a registration statement has been declared effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise exercisability of the Rights has have been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or obtained, the exercise thereof is shall not be permitted under applicable lawlaw or any required 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 Fractional Common Shares (and, following a Triggering Event, Common Shares) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesnonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all United States and Canadian federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for a number of Fractional Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Rights Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the a number of Fractional Common Shares in respect of a name other than that of, the registered holder of the Right Certificate Rights Certificates evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for a number of Fractional Common Shares in a name other than that of the registered holder upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right 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 Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any Common Shares held in its treasury, the a number of Common Shares Shares that will be (or other securities) sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7 of this Agreement. (b) At such time, if any, as the Common Shares issuable upon the exercise of 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 (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 will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares or other securities delivered upon due exercise of Rights shalland payment of the purchase price therefor will be duly and validly authorized and issued, fully paid, and nonassessable at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessable sharesor other securities. (ec) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any Common Shares or other securities upon the exercise of Rights. The Company shall will not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Rights Certificates to a person Person other than, or the issuance or delivery of certificates or depositary depository receipts for the Common Shares or other securities in a name other than that of, the registered holder of the Right Rights Certificate evidencing Rights surrendered for exercise, ; or to issue or to deliver any certificates or depositary depository receipts for Common Shares or other securities upon the exercise of any Rights, Rights until any such tax shall have has been paid (any such tax being payable by the holder of such Right 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 Common Shares. (a) The Company NWBio covenants and agrees that it will use its best efforts to reserve and keep available out that number of its authorized and unissued Common Shares, the number of Common Shares Shares that will be is sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, as In the event that there shall not be sufficient authorized and unissued Common Shares issuable upon to permit the exercise or exchange of Rights may be listed on any national securities exchangein accordance with Section 11, NWBio covenants and agrees that, at the Company shall Distribution Date, it will use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares reserved have authorized additional Common Shares for such issuance to be listed on such exchange upon official notice of issuance upon such exercisethe exercise or exchange of Rights pursuant to Section 11. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (d) The Company NWBio covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise or exchange of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to the payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable non-assessable shares. (d) So long as the Common Shares issuable upon the exercise or exchange of Rights are to be listed on any national securities exchange or on Nasdaq, NWBio covenants and agrees to use its best efforts to cause, from and after such time as the Rights become exercisable or exchangeable, all Common Shares reserved for such issuance to be listed on such securities exchange or on Nasdaq, upon official notice of issuance upon such exercise or exchange. (e) The Company NWBio further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and governmental charges that may be payable in respect of the issuance or and delivery of the Right Certificates or of any Common Shares upon the exercise or exchange of Rights. The Company NWBio shall not, however, be required to pay any transfer tax or governmental charge that may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, than or in respect of the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or exchange or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise or exchange of any Rights, Rights until any such tax shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CompanyNWBio's satisfaction that no such tax or charge is due.

Reservation and Availability of Common Shares. (a) The Company Corporation covenants and agrees that at all times prior to the occurrence of a Section 11(a)(ii) Event it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued un-issued Common Shares, or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. Rights and, after the occurrence of a Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of Common Shares (band/or other securities) At such time, if any, which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the Common Shares (and, after the occurrence of a Section 11(a)(ii) Event, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (d) The Company Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares and/or other securities, as the case may be, delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares or other securities (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) non-assessable shares or securities. The Company Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares and/or other securities, as the case may be, upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary depository receipts for the Common Shares and/or other securities, as the case may be, in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares and/or other securities, as the case may be, upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CompanyCorporation's reasonable satisfaction that no such tax is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date, a registration statement under the Act, with respect to 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 and the rules and regulations thereunder) until the date of the expiration of the rights provided by Section 11 (a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, . So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that which may be payable in respect of the issuance or delivery deliver of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such 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 Common Shares. (a) The Company covenants and agrees that it will use its best efforts to at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized and but unissued Common Shares, for the purpose of enabling it to satisfy any obligation to issue Common Shares upon exercise of Warrants, the full number of Common Shares Shares that will be sufficient to permit deliverable upon the exercise in full of all outstanding Rights. Warrants. Before taking any action which would cause an adjustment pursuant to Section 10 reducing the Exercise Price, the Company will take any corporate action which may, in the opinion of its counsel (b) At such timewhich may be counsel employed by the Company), if anybe necessary in order that the Company may validly and legally issue fully paid and non-assessable Common Shares at the Exercise Price as so adjusted. The Company covenants that all Common Shares which may be issued upon exercise of Warrants will upon issue be fully paid and non-assessable and free from all taxes, as liens, charges and security interests with respect to the issue thereof. The Warrant Agent is hereby authorized to requisition from time to time from the transfer agent for the Common Shares Shares, and any subsequent transfer agent of any of the Company's securities issuable upon the exercise of Rights may be listed on the Warrants, share certificates required to honor outstanding Warrants. The Company hereby directs its present and shall direct any national securities exchange, the Company shall use its best efforts future transfer agent to cause, from and after comply with all such time as the Rights become exercisable (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) requests. The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), supply such transfer agent with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the duly executed share certificates for such Common Shares (subject to payment of the Purchase Price purpose and will itself provide or otherwise make available any applicable transfer taxes), cash which may be duly and validly authorized and issued and fully paid and nonassessable shares. (e) payable as provided in Section 13. The Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in us respect of the issuance or delivery of the Right Warrant Certificates or of any Common Shares upon the exercise of RightsWarrants. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer involved in the transfer or delivery of Right Warrant Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, of the registered holder of the Right Warrant Certificate evidencing Rights Warrants surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Right Warrant 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 Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any corporation law applicable to the Company). (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due. 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 satisfied that all such taxes and/or charges have been paid.

Reservation and Availability of Common Shares. (a) The Subject to the Company’s rights under Section 11(a)(iii) hereof to otherwise fulfill its obligations hereunder, the Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights pursuant to the terms of this Agreement; provided, however, that such action need not be taken with respect to Common Shares (or other securities) issuable upon exercise of the Rights until after such time as the Rights become exercisable, and with respect to Common Shares (or other securities) issuable upon occurrence of a Triggering Event until the occurrence of such event. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of Rights may be listed on any United States national securities exchange, the Paris Stock Exchange or the London Stock Exchange or authorized for quotation on any interdealer quotation system of any securities association, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange or quoted on such system upon official notice of issuance upon such exercise. (c) The Company will prepare and shall use its best efforts to (i) file, as soon as is practicable following the Share Acquisition Date or any announcement earliest date after the first occurrence of a Tender Offer Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Sections 11(a)(ii) (or Exchange Offer Section 11(a)(iii) and 13 hereof), or as contemplated soon as is required by Section 3law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "“Securities Act"”), with respect to the Rights and the Common Shares or other securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to (ii) cause such registration statement to (i) become effective as soon as practicable after such filing, filing and (iiiii) 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 or (B) the Final Expiration Date. The company 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 and other appropriate jurisdictions in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 ninety (90) days after the date set forth in clause (i) of the registration statement is filedfirst sentence of this paragraph, the exercise exercisability of the Rights in order to permit the prepare and file such registration statement and permit it to become effective and to take such actions under such other securities or blue sky laws and permit them to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is shall not be permitted under applicable lawlaw 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 Common Shares or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) The Company further covenants and agrees that that, subject to Sections 6 and 7(c), it will pay when due and payable any and all foreign, federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities or property) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities or property) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares (or other securities or property) upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such 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 Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full pursuant to Section 7 hereof of all outstanding Rights. (b) At ; such number of Common Shares reserved and kept available shall be adjusted from time to time, if anyand to the extent required, upon the occurrence of any of the events described in Section 11 hereof. So long as the Company's Common Shares issuable upon the exercise of Rights may be are listed on any a national securities exchangeexchange or quoted on the Nasdaq National Market, the Company shall use its best efforts endeavor to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that exercisable, all Common Shares reserved for issuance upon exercise of the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange or included in the Nasdaq National Market, as the case may be, upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Dateissuance. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shallshall be, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued issued, fully paid, nonassessable and fully paid freely tradeable shares, free and nonassessable shares. (e) clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or first refusal. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate Certificates evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.tax

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to reserve and keep available out that number of its authorized and unissued Common Shares, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, as In the event that there shall not be sufficient authorized and unissued Common Shares issuable upon to permit the exercise or exchange of Rights may be listed on any national securities exchangein accordance with Section 11, the Company shall covenants and agrees that it will use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares reserved have authorized additional Common Shares for such issuance to be listed on such exchange upon official notice of issuance upon such exercisethe exercise or exchange of Rights pursuant to Section 11. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise or exchange of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to the payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable non-assessable shares. (d) So long as the Common Shares issuable upon the exercise or exchange of Rights are to be listed on any national securities exchange or on Nasdaq, the Company covenants and agrees to use its best efforts to cause, from and after such time as the Rights become exercisable or exchangeable, all Common Shares reserved for such issuance to be listed on such securities exchange or on Nasdaq, upon official notice of issuance upon such exercise or exchange. (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 that may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise or exchange of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, than or in respect of the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.for

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, as the Common Shares issuable upon the exercise of 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 (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 will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shallwill be, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and issued, fully paid paid, and nonassessable shares. (ec) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall will not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares or other securities in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise. Further, or the Company will not be required to issue or deliver any certificates or depositary receipts for Common Shares or other securities upon the exercise of any Rights, Rights until any such tax shall have has been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. (d) The Company also covenants and agrees to use its best efforts to (i) file, as soon as practicable following the first occurrence of a Trigger Event or as soon as is required by applicable law following the Distribution Date, as the case may be, a registration statement under the Securities Act with respect to 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

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the free from preemptive rights or any right of first refusal, a number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights other than those, if any, which may have become void pursuant to Section 7(d) hereof. (b) At The Company covenants and agrees that it will take all such timeaction as may be necessary to ensure that all Common Shares reasonably likely to be delivered upon exercise of Rights shall, if anyat 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 non-assessable shares. (c) So long as the Common Shares issuable upon of the exercise of Rights Company 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance upon exercise of the Rights to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such 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 Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares (and, following the occurrence of a Trigger Event, out of its authorized and unissued other securities) or any Common Shares held in its treasury, the number of Common Shares Shares (and, following the occurrence of a Trigger Event, other securities) that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At The Company covenants and agrees that it will take all such time, if any, action as the may be necessary to ensure that all Common Shares issuable (and, following the occurrence of a Trigger Event, other securities) delivered upon the exercise of Rights may be listed on any national securities exchangewill be, at the Company shall use its best efforts time of delivery of the certificates for such Common Shares (subject to cause, from and after such time as payment of the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercisedPurchase Price), all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exerciseduly and validly authorized and issued, fully paid and nonassessable shares. (c) The Company further covenants and agrees that it will prepare pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Company will not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise. Further, the Company will not be required to issue or deliver any certificates for Common Shares (or other securities, as the case may be) upon the exercise of any Rights until any such tax has been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company’s satisfaction that no such tax is due. (d) The Company also covenants and agrees to use its best efforts to (i) file, as soon as practicable following the Share Acquisition Date or any announcement earliest date after the first occurrence of a Tender Offer 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) of this Agreement, or Exchange Offer as contemplated soon as is required by Section 3applicable law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to (ii) cause such registration statement to (i) become effective as soon as practicable after such filing, filing and (iiiii) 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 or and (B) the Final Expiration Date. The company Company will also take such action as may be appropriate under, or to ensure compliance with, with the applicable securities or "“blue sky" ” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 one hundred and twenty (120) days after the date set forth in clause (i) of the registration statement is filedfirst sentence of this Section 9(d), the exercise exercisability of the Rights in order to permit the prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction jurisdiction, shall not have been obtained or obtained, the exercise thereof is shall not be permitted under applicable law. (dlaw or a registration statement shall not have been declared effective. All of the Company’s actions under this Section 9(d) The Company covenants and agrees that it will take all such action as may shall be necessary to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessable sharesCompany’s expense. (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 that may be payable in respect of If the issuance or delivery of the Right Certificates or of any Common Shares (and following the occurrence of a Trigger Event, other securities) issuable upon the exercise of Rights. The the Rights are listed on any national securities exchange or interdealer quotation system of a registered national securities association, the Company shall notuse its best efforts to cause, howeverfrom and after such time as the Rights become exercisable, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the all Common Shares in a name or other than that of, the registered holder securities reserved for such issuance to be listed on such exchange or quotation system upon official notice of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is dueissuance.

Reservation and Availability of Common Shares. (a) The Company Corporation covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will use its best efforts will, to reserve the extent reasonably practicable, cause to be reserved and keep kept available out of its authorized and unissued Common SharesShares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares Shares (and/or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, or admitted for quotation on any quotation system sponsored by a registrant national securities association, the Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange or admitted for quotation on such system, as the case may be upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (d) The Company Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares or other securities (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) non-assessable shares or securities. The Company Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CompanyCorporation's reasonable satisfaction that no such tax is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to 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 and the rules and regulations thereunder) until the date of the expiration of the rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to reserve and keep available out of its authorized authori and unissued Common Shares, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding outstand Rights. (b) At such time, if any, as the Common Shares issuable upon the exercise of Rights may be listed on any national natio securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (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 exchan upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any a announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933Xxx 0000, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, fo and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) remain rem 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 or (B) the Final Expiration Date. The company will also take such action as may be appropriate appropri under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, fil the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall sh issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at announcemen such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Comm Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state st transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares Sha upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any a transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, until any such tax shall have h been paid (any such tax being payable by the holder of such 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 Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, Shares or any authorized and issued Common Shares held in its treasury the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any corporation law applicable to the Company). (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s reasonable satisfaction that no such tax is due. (e) If the Company determines that registration under the Securities Act is required, the Company shall use commercially reasonable efforts (i) to file, as soon as practicable after the Distribution Date, a registration statement under the Securities Act with respect to the securities issuable upon exercise of the Rights, (ii) to cause such registration statement to become effective as soon as practicable after such 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 Rights are no longer exercisable for such securities and (B) the earlier of the Redemption Date and the Final Expiration Date. The Company shall also take such action as may be appropriate to ensure compliance with the securities or blue sky laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights to prepare and file such registration statement and permit it to become effective or to qualify the rights, the exercise thereof or the issuance of securities upon the exercise thereof under state securities or blue sky laws. The Company shall issue a public announcement upon any such suspension stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement when the suspension is no longer in effect. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not be exercisable for securities in any jurisdiction if the requisite qualification in such jurisdiction has not been obtained, such exercise is not permitted under applicable law or a registration statement in respect of such securities has not been declared effective.

Reservation and Availability of Common Shares. (a) The --------------------------------------------- Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, . So long as the Common Shares issuable upon the exercise of Rights may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ"), the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange or so traded in such over-the-counter market, upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) . 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 that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares in a name other than that of the registered holder upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such 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 Common Shares. (a) The Company covenants and agrees that it will use its best efforts to at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized and but unissued Common Shares, for the purpose of enabling it to satisfy any obligation to issue Common Shares upon exercise of Warrants, the full number of Common Shares Shares that will be sufficient to permit deliverable upon the exercise in full of all outstanding Rights. Warrants. Before taking any action which would cause an adjustment pursuant to Section 10 reducing the Exercise Price, the Company will take any corporate action which may, in the opinion of its counsel (b) At which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and non-assessable Common Shares at the Exercise Price as so adjusted. The Company covenants that all Common Shares which may be issued upon exercise of Warrants will upon issue be fully paid and non-assessable and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Warrant Agent is hereby authorized to requisition from time to time from the transfer agent for the Common Shares, and any subsequent transfer agent of any of the Company's securities issuable upon the exercise of the Warrants, share certificates required to honor outstanding Warrants. The Company hereby directs its present and shall direct any future transfer agent to comply with all such time, if any, requests. The Company will supply such transfer agent with duly executed share certificates for such purpose and will itself provide or otherwise make available any cash which may be payable as provided in Section 13. So long as the Common Shares issuable upon the exercise of Rights Warrants may be listed on any national securities exchangeexchange in the United States, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), cause all shares reserved for such issuance to be listed on each such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) The Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Warrant Certificates or of any Common Shares upon the exercise of RightsWarrants. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer involved in the transfer or delivery of Right Warrant Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, of the registered holder of the Right Warrant Certificate evidencing Rights Warrants surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Right Warrant 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 Common Shares. (a) The Company covenants and agrees that it will use its best efforts to reserve cause to be reserved and keep kept available out of its authorized and unissued Common Shares or any reacquired Common Shares, the number of Common Shares Shares that that, except as may otherwise be permitted by Section 11(a)(iv), will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, as the Common Shares issuable upon the exercise of 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 (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 will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (ec) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such 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. (d) The Company further covenants and agrees that it will use its best efforts (i) as soon as practicable following the earliest date after the Distribution Date as of 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)(iv), or as soon as is required by law following the Distribution Date, as the case may be, to file, a registration statement under the Securities Act of 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 or (B) the Final Expiration Date. The Company will also take such action as may be appropriate under the blue sky or securities laws of the various states. The Company may temporarily suspend, for a period of time not to exceed 90 days after the Distribution Date, 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, 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.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to reserve and keep available out that number of its authorized and unissued Common Shares, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, as In the event that there shall not be sufficient authorized and unissued Common Shares issuable upon to permit the exercise or exchange of Rights may be listed on any national securities exchangein accordance with Section 11, the Company shall covenants and agrees that it will use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares reserved have authorized additional Common Shares for such issuance to be listed on such exchange upon official notice of issuance upon such exercisethe exercise or exchange of Rights pursuant to Section 11. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise or exchange of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to the payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable non-assessable shares. (d) So long as the Common Shares issuable upon the exercise or exchange of Rights are to be listed on any national securities exchange or on Nasdaq, the Company covenants and agrees to use its best efforts to cause, from and after such time as the Rights become exercisable or exchangeable, all Common Shares reserved for such issuance to be listed on such securities exchange or on Nasdaq, upon official notice of issuance upon such exercise or exchange. (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 that may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise or exchange of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, than or in respect of the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or exchange or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise or exchange of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such 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 Common Shares. (a) The Company ---------------------------------------------- covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and but unissued Common SharesShares or any Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At . In the event that there shall at any time not be sufficient authorized but unissued Common Shares or treasury shares to permit the exercise in full of all outstanding Rights, the Company shall take all such time, if any, action as may be necessary to authorize additional Common Shares for issuance upon exercise of all outstanding Rights. So long as the Common Shares issuable purchasable upon the exercise of Rights may be listed on any national securities exchangeexchange or quoted 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all such shares reserved for such issuance to be listed on such exchange upon official notice of issuance or quoted on NASDAQ, as the case may be, upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or governmental charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, than the registered holder thereof or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax and charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due. The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of a Section 11(a)(ii) Event 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, as amended (the "Securities Act") on an appropriate form with respect to the Common Shares --------------- purchasable upon exercise of the Rights, (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 Expiration Date. The Company will also take such action with respect to such Common Shares as may be appropriate under the securities or "blue sky" laws of the various states. The Company may temporarily suspend the exercisability of the Rights in order to prepare and file such registration statement and cause 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. 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.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full pursuant to Section 7 hereof of all outstanding Rights. (b) At ; such number of Common Shares reserved and kept available shall be adjusted from time to time, if anyand to the extent required, upon the occurrence of any of the events described in Section 11 hereof. So long as the Company's Common Shares issuable upon the exercise of Rights may be are listed on any a national securities exchange, the Company shall use its best efforts endeavor to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that exercisable, all Common Shares reserved for issuance upon exercise of 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 will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Dateissuance. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shallshall be, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice, if required), be duly and validly authorized and issued issued, fully paid, nonassessable and fully paid freely tradeable shares of Common Stock, free and nonassessable shares. (e) clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or first refusal. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company further consents and agrees to use its best efforts to (i) file on an appropriate form, as soon as practicable following the later to occur of a Triggering Event or the Distribution Date, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities issuable upon exercise of the Rights, (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 earliest of (A) the date as of which the Rights are no longer exercisable for such securities, (B) the Expiration Date, and (C) the Final Expiration Date. 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. The Company may temporarily suspend the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective, and upon any such suspension the Company will issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as an appropriate public announcement at such time as the suspension is no longer in effect. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite registration or qualification in such jurisdiction shall not have been effected or the exercise of the Rights shall not be permitted under applicable law. Notwithstanding anything in this Agreement to the contrary, the Company covenants and agrees that, after the Distribution Date, it will not, except as permitted by Section 23 or Section 26 hereof, take any action if at the time such action is taken it is reasonably foreseeable that such action will diminish or otherwise eliminate the benefits intended to be afforded by the Rights. In the event that the Company is obligated to pay cash and/or distribute other property pursuant to Sections 11, 13, and 14 hereof, it will make all arrangements necessary so that such cash and/or property are available for distribution by the Rights Agent, if and when appropriate.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and but unissued Common SharesShares or any Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At . In the event that there shall at any time not be sufficient authorized but unissued Common Shares or treasury shares to permit the exercise in full of all outstanding Rights, the Company shall take all such time, if any, action as may be necessary to authorized additional Common Shares for issuance upon exercise of all outstanding Rights. So long as the Common Shares issuable purchasable upon the exercise of Rights may be listed on any national securities exchangeexchange or quoted 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all such shares reserved for such issuance to be listed on such exchange upon official notice of issuance or quoted on NASDAQ, as the case may be, upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or governmental charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, than the registered holder thereof or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax and charge being payable by the holder of such 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. The Company shall use its best efforts to (i) file, as soon as practicable following the occurrence of an event described in Section 11(a)(ii) 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 1993 (the "Act") on an appropriate form with respect to the Common Shares purchasable upon exercise of the Rights, (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 Expiration Date. The Company will also take such action with respect to such Common Shares as may be appropriate under the securities or "blue sky" laws of the various states. The Company may temporarily suspend the exercisability of the Rights in order to prepare and file such registration statement and cause 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. 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.

Reservation and Availability of Common Shares. (a) The Company Corporation covenants and agrees that at all times prior to the occurrence of a Section 11(a)(ii) Event it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, Shares the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (bRights and, after the occurrence of a Section 11(a)(ii) At such timeEvent, if anyshall, as to the extent reasonably practicable, so reserve and keep available a sufficient number of other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. If the Common Shares (and, after the occurrence of a Section 11(a)(ii) Event, Common Shares or any other securities) issuable upon the exercise of the Rights may be are listed on any national securities exchangeexchange or automated quotation service, the Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares or other securities reserved for such issuance to be listed on such exchange or quotation service upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (d) The Company Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares or other securities (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) non-assessable shares or securities. The Company Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares Shares, upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or of delivery of certificates or depositary receipts for the Common Shares in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares Shares, upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CompanyCorporation's reasonable satisfaction that no such tax is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date, a registration statement under the Act, with respect to the Common Shares and 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 and the rules and regulations thereunder) until the date of the expiration of the Rights. The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of Rights may be listed or traded on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed or admitted to trading on such exchange upon official notice of issuance upon such exercise. (c) The Company covenants and agrees that it will prepare take all such action as may be necessary to ensure that all Common Shares 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. (d) 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 Right Certificates or of any Common Shares 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 Right Certificates to a person other than, or the issuance or delivery of certificates for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates for Common Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. (e) The Company shall use its best efforts to (i) file, as soon as practicable following the Share Acquisition Date or any announcement earliest date after the first occurrence of a Tender Offer 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 Exchange Offer as contemplated soon as is required by Section 3law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to (ii) cause such registration statement to (i) become effective as soon as practicable after such filing, and (iiiii) 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 or securities, and (B) the Final Expiration Datedate of the expiration of the Rights. The company 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. The Company may may, acting by resolution of its Board of Directors, temporarily suspend, for a period of time not to exceed 90 ninety (90) days after the date set forth in clause (i) of the registration statement is filedfirst sentence of this Section 9(e), the exercise exercisability of the Rights in order to permit the prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if unless the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable lawobtained. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such 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 Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, Shares or any authorized and issued Common Shares held in its treasury the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any corporation law applicable to the Company). (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, as the Common Shares issuable upon the exercise of 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 (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 will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares (and, following the time that any person becomes an Acquiring Person, shares of Common Stock and other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares therefor (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (ec) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be are payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities that may become or be issuable under the terms of this Agreement) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities that may become or be issuable under the terms of this Agreement) in a name other than that of, the registered holder of the Right Certificate Certificates evidencing Rights surrendered for exercisetransfer, delivery or exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities that may become or be issuable under the terms of this Agreement) upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate Certificates at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due. (d) 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 Common Shares upon the exercise of Rights, to register and qualify such Common Shares under the Securities Act of 1993 or "Blue Sky" laws (to the extent exemptions therefrom are not applicable), cause such registration statement and qualifications to become effective as soon as possible after such filing, and keep such registration statement and qualifications effective (with a prospectus at all times meeting the requirements of the Act) until no longer required to do so under the Act with respect to securities purchasable upon exercise of the Rights. The Company may temporarily suspend, for a period not to exceed ninety (90) days following the Distribution Date, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension of exercisability of Rights referred to in this paragraph, 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 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 of 1933 (if required) shall have been deemed effective. (e) Notwithstanding any provision in this Agreement to the contrary, the Rights shall not be exercisable 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. (f) So long as the Common Shares (and, following the occurrence of a Flip-In Event, other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange or authorized for quotation on any interdealer quotation system of any securities association, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuances to be listed on such exchange or quoted on such system upon official notice of issuance upon such exercise.

Reservation and Availability of Common Shares. (a) a. The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, Shares or any authorized and issued Common Shares held in its treasury the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, b. So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (d) c. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any corporation law applicable to the Company). (e) d. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, . So long as the Common Shares issuable upon the exercise of Rights may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange or so traded in such over-the-counter market, upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) . 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 that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares in a name other than that of the registered holder upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such 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 Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, Shares the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, as If the Common Shares issuable upon the exercise of Rights may be are then 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any corporation law applicable to the Company). (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full pursuant to Section 7 hereof of all outstanding Rights. (b) At ; such number of Common Shares reserved and kept available shall be adjusted from time to time, if anyand to the extent required, upon the occurrence of any of the events described in Section 11 hereof. So long as the Company's Common Shares issuable upon the exercise of Rights may be are listed on any a national securities exchange, the Company shall use its best efforts endeavor to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that exercisable, all Common Shares reserved for issuance upon exercise of 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 will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Dateissuance. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shallshall be, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice, if required), be duly and validly authorized and issued issued, fully paid, nonassessable and fully paid freely tradeable shares, free and nonassessable shares. (e) clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or first refusal. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company further consents and agrees to use its best efforts to (i) file on an appropriate form, as soon as practicable following the later to occur of a Triggering Event or the Distribution Date, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities issuable upon exercise of the Rights, (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 earliest of (A) the date as of which the Rights are no longer exercisable for such securities, (B) the Expiration Date, and (C) the Final Expiration Date. 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. The Company may temporarily suspend the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective and upon any such suspension, the Company will 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 anything in this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite registration or qualification in such jurisdiction shall not have been effected or the exercise of the Rights shall not be permitted under applicable law. Notwithstanding anything in this Agreement to the contrary, the Company covenants and agrees that, after the Distribution Date, it will not, except as permitted by Section 23 or Section 26 hereof, take any action if at the time such action is taken it is reasonably foreseeable that such action will diminish or otherwise eliminate the benefits intended to be afforded by the Rights. In the event that the Company is obligated to pay cash and/or distribute other property pursuant to Sections 11, 13, and 14 hereof, it will make all arrangements necessary so that such cash and/or property are available for distribution by the Rights Agent, if and when appropriate.

Reservation and Availability of Common Shares. (a) The Company Trust covenants and agrees that at all times prior to the occurrence of a Section 11(a)(ii) Event it will use its best efforts shall cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares (and/or other securities) that will be sufficient to permit the exercise in full of all outstanding RightsRights and, after the occurrence of a Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of Common Shares (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. (b) At such time, if any, So long as the Common Shares (or other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company Trust shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (d) The Company Trust covenants and agrees that it will shall take all such action as may be necessary to ensure that all Common Shares and/or other securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares or other securities (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares or securities. (ed) The Company Trust further covenants and agrees that it will shall pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any certificates for Common Shares and/or other securities upon the exercise of Rights. The Company Trust shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Rights Certificates to a person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Common Shares and/or other securities in a name other than that of, the registered holder of the Right Certificate Rights Certificates evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares Shares, and/or other securities in a name other than that of the registered holder upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the CompanyTrust's satisfaction that no such tax is due. (e) The Trust shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to 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 and the rules and regulations thereunder) until the date of the expiration of the rights provided by Section 11(a)(ii) hereof. The Trust will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, Shares or any authorized and issued Common Shares held in its treasury the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any corporation law applicable to the Company). (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such 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 Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, as If the Common Shares issuable upon the exercise of Rights may be are then 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesnonassessable, except as otherwise provided by Section 180.40(6) of the Wisconsin Statutes and judicial interpretations thereof. (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, as the Common Shares issuable upon the exercise of 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 (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 will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shallwill be, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and issued, fully paid and nonassessable shares. (ec) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall will not, however, be required to pay any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares or other securities in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise. Further, or the Company will not be required to issue or deliver any certificates or depositary receipts for Common Shares or other securities upon the exercise of any Rights, Rights until any such tax shall have has been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. (d) The Company also covenants and agrees to use its best efforts to (i) file, as soon as practicable following the first occurrence of a Trigger Event or as soon as is required by applicable law following the Distribution Date, as the case may be, a registration statement under the Securities Act with respect to 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 Rights are no longer exercisable for such securities and (B) the Final Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with the applicable securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. All of the Company's actions under this Section 9(d), shall be at the Company's expense. (e) If the Common Shares or other securities issuable upon the exercise of the Rights are listed on any national securities exchange or interdealer quotation system of a registered national securities association, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all Common Shares or other securities reserved for such issuance to be listed on such exchange or quotation system upon official notice of issuance.

Reservation and Availability of Common Shares. (a) The Company Corporation covenants and agrees that at all times prior to the occurrence of a Section 11(a)(ii) Event it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. Rights and, after the occurrence of a Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of Common Shares (band/or other securities) At such time, if any, which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (d) The Company Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares or other securities (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) non-assessable shares or securities. The Company Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CompanyCorporation's reasonable satisfaction that no such tax is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to 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 and the rules and regulations thereunder) until the date of the expiration of the rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to at all times reserve and keep available available, free from preemptive rights, out of the aggregate of its authorized and but unissued Common Shares, for the purpose of enabling it to satisfy any obligation to issue Common Shares upon exercise of Warrants, the full number of Common Shares Shares that will be sufficient to permit deliverable upon the exercise in full of all outstanding Rights. Warrants. Before taking any action which would cause an adjustment pursuant to Section 10 reducing the Exercise Price, the Company will take any corporate action which may, in the opinion of its counsel (b) At which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and non-assessable Common Shares at the Exercise Price as so adjusted. The Company covenants that all Common Shares which may be issued upon exercise of Warrants will upon issue be fully paid and non-assessable and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Warrant Agent is hereby authorized to requisition from time to time from the transfer agent for the Common Shares, and any subsequent transfer agent of any of the Company's securities issuable upon the exercise of the Warrants, share certificates required to honor outstanding Warrants. The Company hereby directs its present and shall direct any future transfer agent to comply with all such time, if any, requests. The Company will supply such transfer agent with duly executed share certificates for such purpose and will itself provide or otherwise make available any cash which may be payable as provided in Section 13. So long as the Common Shares issuable upon the exercise of Rights Warrants may be listed on any national securities exchangeexchange in the United States, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), cause all shares reserved for such issuance to be listed on each such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) The Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in us respect of the issuance or delivery of the Right Warrant Certificates or of any Common Shares upon the exercise of RightsWarrants. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer involved in the transfer or delivery of Right Warrant Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, of the registered holder of the Right Warrant Certificate evidencing Rights Warrants surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Right Warrant 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 Common Shares. (a) The Company Corporation covenants and agrees that at all time prior to the occurrence of a Section 11(a)(ii) Event it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common Shares, or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. Rights and, after the occurrence of a Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of Common Shares (band/or other securities) At such time, if any, which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed traded on any national securities exchangethe National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration DateNASDAQ system. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (d) The Company Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares or other securities (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) non-assessable shares or securities. The Company Corporation further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CompanyCorporation's reasonable satisfaction that no such tax is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to 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 and the rules and regulations thereunder) until the date of the expiration of the rights provided by Section 11(a)(i). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts shall take all action necessary to reserve comply with Sections 11(a) (iv) and keep available out of its authorized and unissued Common Shares, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b24(c) At such time, if any, as hereof. If the Common Shares (or other securities issuable upon the exercise of Rights may be the Rights) are 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares (and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares or other securities (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and and, with respect to Common Shares or other securities, fully paid and nonassessable shares. (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 that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities delivered) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary depository receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary depository receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company Corporation covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will use its best efforts will, to reserve the extent reasonably practicable, cause to be reserved and keep kept available out of its authorized and unissued Common Shares, or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, Rights pursuant to this Agreement. So long as the Common Shares issuable upon the exercise of the Rights may be listed on any national securities exchange, the Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (d) The Company Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable non-assessable shares. (e) , including, without limitation, the payment of any stamp duties levied upon the issuance and delivery of such shares under applicable law. The Company Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares 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 Right Certificate at the time of surrender) or until it has been established to the CompanyCorporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to 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 and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full pursuant to Section 7 hereof of all outstanding Rights. (b) At ; such number of Common Shares reserved and kept available shall be adjusted from time to time, if anyand to the extent required, upon the occurrence of any of the events described in Section 11 hereof. So long as the Company's Common Shares issuable upon the exercise of Rights may be are listed on any a national securities exchangeexchange or quoted on the Nasdaq National Market, the Company shall use its best efforts endeavor to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that exercisable, all Common Shares reserved for issuance upon exercise of the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange or included in the Nasdaq National Market, as the case may be, upon official notice of issuance upon such exercise. (c) issuance. The Company covenants and agrees that it will prepare take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall be, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), duly and filevalidly authorized and issued, fully paid, nonassessable and freely tradeable shares, free and clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or first refusal. 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 Right Certificates or of any Common Shares 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 Right Certificates to a person other than, or the issuance or delivery of certificates for the Common Shares in a name other than that of, the registered holder of the Right Certificates evidencing Rights surrendered for exercise, or to issue or deliver any certificates for Common Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company also shall use its best efforts (i) to file on an appropriate form, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3Distribution Date, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Rights and the securities purchasable issuable upon exercise of the Rights on an appropriate formRights, and use its best efforts (ii) to cause such registration statement to (i) become effective as soon as practicable after such filing, and (iiiii) 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 of (A) the date as of which the Rights are no longer exercisable for such securities or and (B) the Final Expiration Date. The company will Company shall 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the registration statement is filedfirst sentence of this paragraph, the exercise exercisability of the Rights in order to permit the prepare and file such registration statement and to permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise 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 should be filed under the Securities Act or any state securities laws following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights in each relevant jurisdiction until such time as a registration statement has been declared effective and, 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 anything in this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite registration or qualification in such jurisdiction shall not have been obtained effected or the exercise thereof is of the Rights shall not be permitted under applicable law. (d) The Company covenants and agrees that it will take all such action as may be necessary . Notwithstanding anything in this Agreement to ensure that all Common Shares delivered upon exercise of Rights shallthe contrary, at after the time of delivery of Distribution Date, the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, howeverexcept as permitted by Section 23 or Section 26 hereof, be required take (or permit any Subsidiary to pay take) any transfer tax that may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate action if at the time of surrender) such action is taken it is reasonably foreseeable that such action will eliminate or until otherwise diminish the benefits intended to be afforded by the Rights. In the event that the Company is obligated to pay cash pursuant to Sections 11 or 14 hereof, it has been established to shall make all arrangements necessary so that such cash is available for distribution by the Company's satisfaction that no such tax is dueRights Agent, if and when appropriate.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any Common Shares held in its treasury, the number of Common Shares Shares that that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, as the Common Shares issuable upon the exercise of 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 (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 will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares securities delivered (or evidenced by registration in the Company’s share register) upon exercise of Rights shall, at the time of delivery of the certificates for (or the registration of) such Common Shares securities (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesnonassessable. (eb) The Company further covenants and agrees that it will pay when due and payable any and all United States federal and state transfer taxes and any other charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or, if such securities are uncertificated, the registration of such securities in the Company’s share register) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or the registration thereof) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's ’s and the Rights Agent’s reasonable satisfaction that no such tax or charge is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to reserve cause to be reserved and keep kept available out of and to the extent of its authorized and unissued Common Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued Common SharesShares and/or other securities), the number of Common Shares (and, following the occurrence of the Triggering Event, Common Shares and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such timeIf the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, if any, then so long as the Common Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangesuch exchange or quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (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 will prepare and shall use its best efforts to (i) file, as soon as practicable following the Share Acquisition Date or any announcement earliest date after the first occurrence of a Tender Offer 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 Exchange Offer Section 11(a)(iii) hereof, or as contemplated soon as is required by Section 3law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to (ii) cause such registration statement to (i) become effective as soon as practicable after such filing, filing and (iiiii) 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 or and (B) the Final Expiration Date. The company Company may temporarily suspend, for a period not to exceed ninety (90) days 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 such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise 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 convenant of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if jurisdiction, unless the requisite qualification in such jurisdiction shall not have been obtained obtained, or the exercise thereof is not permitted under applicable lawan exemption therefrom shall be available, 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 Common Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares securities (subject to payment of the Purchase Price and any applicable transfer taxesExercise Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that which may be payable in respect of the original issuance or delivery of the Right Rights Certificates or of any Common Shares (or other securities) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or governmental charge which may be payable in respect of any transfer or delivery of Right Rights Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of the Company) in a name other than that of, the registered holder of the Right Rights Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities of the Company) upon the exercise of any Rights, Rights until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the holder of such Right 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 Common Shares. (a) The Company Corporation covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will use its best efforts will, to reserve the extent reasonably practicable, cause to be reserved and keep kept available out of its authorized and unissued Common SharesShares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares Shares (and/or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, or admitted for quotation on any on a quotation system sponsored by a registrant national securities association, the Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange or admitted for quotation on such system, as the case may be upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (d) The Company Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares or other securities (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) non-assessable shares or securities. The Company Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CompanyCorporation's reasonable satisfaction that no such tax is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to 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 and the rules and regulations thereunder) until the date of the expiration of the rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, as the Common Shares issuable upon the exercise of 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 (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 will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise 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 accordance with Section 7 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 is not permitted under applicable law. (d) Agreement. The Company covenants and agrees that it will take all such action as may be necessary to ensure so that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) . The Company further shall use every reasonable effort to obtain, as soon as practicable following the Shares Acquisition Date (to the extent not theretofore obtained), such regulatory approvals and take such other action as may be necessary for it to issue and/or sell Common Shares purchasable upon the exercise of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 7 or pursuant to the provisions contemplated by Section ll(a)(ii) hereof (a) unless and until any regulatory approvals required for the issuance and/or sale of Common Shares upon such exercise have been obtained, (b) in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or (c) if the exercise thereof, or the issuance and/or sale of the Common Shares to be purchased upon such exercise, shall not be permitted under the Company's Restated Articles of Incorporation, as amended, or any applicable law or administrative or judicial regulation or order. The Company covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, transfer or exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company Corporation covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will use its best efforts will, to reserve the extent reasonably practicable, cause to be reserved and keep kept available out of its authorized and unissued Common SharesShares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares Shares (and/or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, or admitted for quotation on any on a quotation system sponsored by a registrant national securities association, the Company Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange or admitted for quotation on such system, as the case may be upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not permitted under applicable law. (d) The Company Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares or other securities (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) non-assessable shares or securities. The Company Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Company Corporation shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CompanyCorporation's reasonable satisfaction that no such tax is due.. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to 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

Reservation and Availability of Common Shares. (a) The Company company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the free from preemptive rights or any right of first refusal, a number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights other than those, if any, which may have become void pursuant to Section 7(d) hereof. (b) At The Company covenants and agrees that it will take all such timeaction as may be necessary to ensure that all Common Shares reasonably likely to 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), if any, be duly and validly authorized and issued and fully paid and non-assessable shares. (c) So long as the Common Shares issuable upon of the exercise of Rights Company 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance upon exercise of the Rights to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxes), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such 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 Common Shares. (a) The --------------------------------------------- Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, . So long as the Common Shares issuable upon the exercise of 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 (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (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 that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such 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 Common Shares. (a) The Company covenants and agrees that it will use its best efforts to reserve cause to be reserved and keep kept available out of its authorized and unissued Common Shares or any reacquired Common Shares, the number of Common Shares Shares that that, except as may otherwise be permitted by Section 11(a)(iv), will be sufficient to permit the exercise in full of all outstanding Rights. (b) At such time, if any, as the Common Shares issuable upon the exercise of 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 (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 will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (ec) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary depository receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary depository receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. (d) The Company further covenants and agrees that it will use its best efforts (i) as soon as practicable following the earliest date after the Distribution Date as of 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)(iv), or as soon as is required by law following the Distribution Date, as the case may be, to file, a registration statement under the Securities Act of 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 or (B) the Final Expiration Date. The Company will also take such action as may be appropriate under the blue sky or securities laws of the various states. The Company may temporarily suspend, for a period of time not to exceed 90 days after the Distribution Date, 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, 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.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding RightsRights in accordance with Section 7. (b) At such time, if any, So long as the Common Shares issuable upon the exercise of Rights may be listed on any national securities securiti es exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares Common Shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company will prepare and file, as soon as practicable following the Share Acquisition Date or any announcement of a Tender Offer or Exchange Offer as contemplated by Section 3, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing, and (ii) 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 or (B) the Final Expiration Date. 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. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date the registration statement is filed, the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof is not 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 Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable sharesshares (except as otherwise provided by any corporation law applicable to the Company). (ed) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares upon the exercise of any Rights, Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (aa. Subject to the Company's rights under Section 11(a)(iii) The hereto to otherwise fulfill its obligations hereunder, the Company covenants and agrees that it will use its best efforts cause to reserve be reserved and keep kept available out of its authorized and unissued Common SharesShares and/or any authorized and issued Common Shares held in its treasury, the number of Common Shares Shares that will be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that such action need not be taken with respect to Common Shares (or other securities) issuable upon exercise of the Rights until after such time as the Rights become exercisable. (b) At such time, if any, b. So long as the Common Shares issuable upon the exercise of Rights may be listed on any national securities exchangeexchange or authorized for quotation on any interdealer quotation system of any securities association, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only to the extent that it is reasonably likely that the Rights will be exercised)exercisable, all shares reserved for such issuance to be listed on such exchange or quoted on such system upon official notice of issuance upon such exercise. (c) c. The Company will prepare and shall use its best efforts to (i) file, as soon as practicable following the Share Acquisition Date or any announcement earliest date after the occurrence of a Tender Offer 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)(ii) or Exchange Offer 11(a)(iii) hereof, or as contemplated soon as is required by law following the Distribution Date, as the case may be (provided the Company shall not have elected to make the exchange permitted by Section 325 hereof for all outstanding Rights (other than the Rights that shall have become null and void pursuant to Section 7(e) hereof)), a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, and use its best efforts to (ii) cause such registration statement to (i) become effective as soon as practicable after such filing, and (iiiii) 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 or and (B) the Final Expiration Date. The company 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. The Company may temporarily suspend, for a period of time not to exceed 90 ninety (90) days after the date set forth in clause (i) of the registration statement is filedfirst sentence of this Section 9(c), the exercise exercisability of the Rights in order to permit the prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall give notice to the Rights Agent and issue a public announcement stating that the exercise exercisability of the Rights has been temporarily suspended, as well as a notice to the Rights Agent and 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 but prior to the occurrence of a Section 11(a)(ii) Event hereof, 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 obtained, the exercise thereof is shall not be permitted under applicable lawlaw or a registration statement shall not have been declared effective. (d) d. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Common Shares shares (subject to payment of the Purchase Price and any applicable transfer taxesPrice), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) 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 that which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities or property) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax that or other governmental charge which may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities or property) in a name other than that of, the registered holder of the Right Certificate Certificates evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Common Shares (or other securities or property) in a name other than that of the registered holder upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.