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 cause to be reserved and 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 Shares 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) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, 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 exercise of the Rights may be listed on such 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 shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act 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 date of expiration of the Rights. The 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, unless the requisite qualification in such jurisdiction shall have been obtained, or an exemption therefrom shall be available, and until a registration statement has been declared 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 securities (subject to payment of the Exercise 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 charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or of any Common Shares (or other securities of the Company) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of the Company) in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities of the Company) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of 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 to cause to be reserved and 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 Shares and/or other securities)any authorized and issued Common Shares held in its treasury, 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; 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) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, then so b. So long as the Common Shares (and, following issuable upon the occurrence of a Triggering Event, Common Shares and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such any national securities exchange or authorized for quotation systemon 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 shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Section 11(a)(ii) Event in on which the consideration to be delivered by the Company upon exercise of the Rights is described has been determined in accordance with Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may bebe (provided the Company shall not have elected to make the exchange permitted by Section 25 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 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 filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the date 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 expiration the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (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 give notice to the Rights Agent and issue a public announcement stating, and notify the Rights Agent, stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification notice to the Rights Agent and a public announcement at such time as the suspension is no longer in effect. The In addition, if the Company will also take such action as may be appropriate under, or shall determine that a registration statement is required following the Distribution Date but prior to ensure compliance withthe occurrence of a Section 11(a)(ii) Event hereof, the securities or "blue sky" laws of the various states in connection with Company may temporarily suspend the exercisability of the RightsRights 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, unless jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or an exemption therefrom shall be available, and until a registration statement has 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 (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase 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 which may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or other securities of the Companyor property) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or other governmental charge which may be payable in respect of any transfer or delivery of Rights Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of the Companyor property) in a name other than that of, the registered holder of the Rights Certificate Right Certificates evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities or property) in a name other than that of the Company) registered holder upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax or charge is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued Common Shares not reserved for another purpose (andor issued and outstanding shares of Common Stock held in its treasury, following the occurrence of a Triggering Event, out of its authorized and unissued Common Shares 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) If In the Company has in the past or event that there shall hereafter list any not be a sufficient number of its Common Shares on a national securities issued but not outstanding or authorized but unissued to permit the exercise or exchange or quotation system, 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 exercise of the Rights may be listed on such exchange or quotation systemin accordance with Section 11, 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), may take all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act 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 date of expiration of the Rights. The 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 undernecessary to authorize additional Common Shares for issuance upon the exercise or exchange of Rights pursuant to Section 11; provided, however, that if the Company is unable to cause the authorization of additional Common Shares, then the Company shall, or to ensure compliance within lieu of seeking any such authorization, the securities Company may, to the extent necessary and permitted by applicable law and any agreements or "blue sky" laws instruments in effect prior to the Distribution Date to which it is a party, (A) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing Common Shares and requiring payment therefor, (B) upon due exercise of a Right and payment of the various states Purchase Price for each Common Share as to which such Right is exercised, issue debt securities having a value equal to the value of the Common Shares which otherwise would have been issuable pursuant to Section 11, which value shall be determined by a nationally recognized investment banking firm selected by the Board or (C) upon due exercise of a Right and payment of the Purchase Price for each Common Share as to which such Right is exercised, distribute a combination of Common Shares, cash and/or debt securities having an aggregate value equal to the value of the Common Shares which otherwise would have been issuable pursuant to Section 11, which value shall be determined by a nationally recognized investment banking firm selected by the Board. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in connection effect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the exercisability foregoing sentence, the Company shall pay to holders of the Rights. Notwithstanding any provision of this Agreement Rights as to the contrary, the Rights shall which such payments are being made all amounts which are not be exercisable in any jurisdiction, unless the requisite qualification in then restricted on a pro rata basis as such jurisdiction shall payments become permissible under such legal or contractual restrictions until such payments have been obtained, or an exemption therefrom shall be available, and until a registration statement has been declared effectivepaid in full. (dc) 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 or exchange of Rights shall, at the time of delivery of the certificates for such securities Common Shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable 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, 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 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 Federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or other securities of the Company) issuable upon the exercise or exchange of the Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a person Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of securities, as the Company) case may be, in a name other than that of, of the registered holder of the Rights Right Certificate evidencing Rights surrendered for exercise or exchange, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities of securities, as the Company) case may be, upon the exercise or exchange of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued Common Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued Common Shares and/or other securitiesany authorized and issued Common Shares held in its treasury and/or its authorized and unissued shares of preferred stock, par value $.01 per share ("Preferred Shares"), the number of Common Shares (and, following the occurrence of the Triggering Event, or Common Shares and/or other securities) Stock Equivalents that will be sufficient to permit the exercise in full of all outstanding Rights. (b) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, then so So long as the Common Shares (and, following issuable upon the occurrence of a Triggering Event, Common Shares and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such exchange NASDAQ or quotation systemany other 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 shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event an event described in Section 11(a)(ii) hereof on which the consideration to be delivered by the Company upon exercise of the Rights is described has been determined in accordance with Section 11(a)(ii) or Section 11(a)(iii(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act 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 filing, and (iii) subject to Section 25 hereof, cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the date 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 expiration the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (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, stating 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 In addition, if the Company will also take such action as may be appropriate undershall determine that a registration statement is required following the Distribution Date, or but prior to ensure compliance withthe occurrence of the event described in Section 11(a)(ii) hereof, the securities or "blue sky" laws of the various states in connection with Company may temporarily suspend the exercisability of the RightsRights 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, unless jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or an exemption therefrom shall be available, and until a registration statement has 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 of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase 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 charges which may be payable in respect of the original issuance or delivery of the Rights Right Certificates or and of any certificates for Common Shares (or other securities of the Company) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a person other than, or the issuance or delivery of certificates 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 Rights Certificate Right Certificates evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities in a name other than that of the Company) registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's 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 cause to be reserved and 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 or any Common Shares and/or other securities), held in its treasury 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) If the . The Company has in the past or shall hereafter list any of its covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares on 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), be duly and validly authorized and issued and fully paid and nonassessable shares. 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 national securities exchange person other than, or quotation system, then so long as the issuance or delivery of certificates or depository receipts for the Common Shares (andin a name other than that of, following the occurrence registered holder of a Triggering Event, the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depository receipts for Common Shares and/or other securities) issuable and deliverable upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the Rights may be listed on holder of such exchange Right Certificate at the time of surrender) or quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable (but only until it has been established to the extent Company's satisfaction that any such tax is due. The Company further covenants that it is reasonably likely that the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) filefile on an appropriate form, as soon as practicable following the earliest date after the first occurrence later to occur of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described an event in Section 11(a)(ii) or Section 11(a)(iii) hereof, 13 hereof or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities purchasable upon exercise of the Rights on an appropriate formRights, (ii) cause such registration statement to become effective as soon as practicable after such filing 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 securities, and (B) the date of expiration earlier of the Rights. The Company may temporarily suspend, for a period not to exceed ninety (90) days after Final Expiration Date or 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 effectRedemption 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. Notwithstanding any provision of this Agreement to ; provided, however, that the contrary, Company may temporarily suspend the Rights shall not be exercisable in any jurisdiction, unless the requisite qualification in such jurisdiction shall have been obtained, or an exemption therefrom shall be available, and until a registration statement has been declared 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 securities (subject to payment of the Exercise 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 charges which may be payable in respect of the original issuance or delivery -------- ------- exercisability of the Rights Certificates or of in order to prepare and file such registration statement and permit it to become effective and upon any Common Shares (or other securities of such suspension the Company) upon Company will issue a public announcement stating that the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of the Company) in a name other than that of, the registered holder exercisability of the Rights Certificate evidencing Rights surrendered for 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 until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to temporarily suspended, as well as a public announcement at such time as the Company's satisfaction that suspension is no such tax is duelonger in effect.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued Common Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued Common Shares and/or other securities), the number of Common Shares (and, following the occurrence of the a Triggering Event, Common Shares and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights. (b) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation systemexchange, 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 exercise of the Rights may be listed on such exchange or quotation systemexchange, 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 shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii11(a) 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 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 or (B) the date of expiration of the Rights. The 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, unless the requisite qualification in such jurisdiction shall have been obtained, or an exemption therefrom shall be available, and until a registration statement has been declared 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 securities (subject to payment of the Exercise 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 charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or of any Common Shares (or other securities of the Company) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of the Company) in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities of the Company) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved reserve and kept keep available out of and to the extent of its authorized authori and unissued Common Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued Common Shares and/or other securities)Shares, 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 outstand Rights. (b) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation systemAt such time, then so long if any, as the Common Shares (and, following issuable upon the occurrence of a Triggering Event, Common Shares and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such exchange or quotation systemany 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 shall use its best efforts to (i) will prepare and file, as soon as practicable following the earliest date after the first occurrence Share Acquisition Date or a announcement of a Triggering Event in which the consideration to be delivered Tender Offer or Exchange Offer as contemplated by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be3, a registration statement under the Securities Act Xxx 0000, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) fo and use its best efforts to cause such registration statement to (i) become effective as soon as practicable after such filing filing, and (iiiii) cause such registration statement to remain rem 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 or (B) the date of expiration of the RightsFinal Expiration Date. The 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 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 Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the Rightsdate the registration statement is fil the exercise of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company sh issue a public announcement stating that the exercise of the Rights has been temporarily suspended, as well as a public 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, unless jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or an exemption therefrom shall be available, and until a registration statement has been declared effectivethe exercise thereof is 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 (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities Common Shares (subject to payment of the Exercise PricePurchase 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 which that may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or other securities of the Company) Sha upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any a transfer or delivery of Rights Right 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 Rights Right 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 shall have h been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued Common Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued Common Shares 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) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, 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 exercise of the Rights may be listed on such 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 shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act 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 date of expiration of the RightsExpiration Date. The 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. Notwithstanding any provision convenant of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, unless the requisite qualification in such jurisdiction shall have been obtained, or an exemption therefrom shall be available, and until a registration statement has been declared 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 securities (subject to payment of the Exercise 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 which may be payable in respect of the original issuance or delivery of the Rights Certificates or of any Common Shares (or other securities of the Companysecurities) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or governmental charge which may be payable in respect of any transfer or delivery of 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 Rights Certificate evidencing Rights surrendered for 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 until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the holder of such Rights 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 to cause to be reserved and 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 or any Common Shares and/or other securities)held in its treasury, 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 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) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, then so So long as the Common Shares (and, following issuable upon the occurrence of a Triggering Event, Common Shares and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such exchange any United States national securities exchange, the Paris Stock Exchange or the London Stock Exchange or authorized for quotation systemon 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 shall use its best efforts to (i) file, as soon as is practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described has been determined in Section accordance with Sections 11(a)(ii) (or Section 11(a)(iii) and 13 hereof), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Shares or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and or (B) the date of expiration of the Rights. The 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 effectFinal 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 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 ninety (90) days after the date set forth in clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to 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 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 jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or an exemption therefrom the exercise thereof shall not be available, and until permitted under applicable law or a registration statement has 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 of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), 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 which that may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or other securities of the Companyor property) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Rights 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 of the Companyor property) in a name other than that of, the registered holder of the Rights Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities of the Companyor property) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued Common Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued Common Shares and/or other securitiessecurities or out of any authorized and issued Common Shares held in its treasury), to the extent available to be reserved and not determined by the Board of Directors to be kept available for other corporate purposes, 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) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, then so long as the Common Shares (and, following the occurrence of a Triggering Event, Common Shares and/or 12 and other securities) that, in light of the provisions of Section 11(a)(iii), will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. (b) As long as the Common Shares issuable and deliverable upon the exercise of the Rights may be are listed on such exchange or quotation systemany 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 that issuance to be listed on such that exchange upon official notice of issuance upon such that exercise. (c) The Company shall use its best efforts to to: (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Section 11(a)(ii) Event in on which the consideration to be delivered by the Company upon exercise of the Rights is described rights has been determined in Section 11(a)(ii) or accordance with Section 11(a)(iii) hereof), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the securities purchasable upon exercise of the Rights on an appropriate form, , (ii) cause such that registration statement to become effective as soon as practicable after such filing and that filing, and (iii) cause such that 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 those securities, and (B) the date of expiration Expiration Date of the Rights. The 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 that 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 120 days after the date set forth in clause (c)(i) above, the exercisability of the rights in order to prepare and file the registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration is required following a 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, unless jurisdiction if the requisite qualification in such that jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or an exemption therefrom shall be available, and until a registration statement has 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 of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities those Common Shares (subject to payment of the Exercise Purchase 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 charges which may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or Common Shares and/or other securities of securities, as the Companycase may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or Common Shares and/or other securities of securities, as the Companycase may be) in a name other than that of, the registered holder of the Rights Right Certificate evidencing Rights surrendered for 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 until any such tax shall have been paid (any such tax being payable by the holder of such Rights that 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 to cause to be reserved and 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 Shares and/or other securitiessecurities or out of any authorized and issued Common Shares held in its treasury), to the extent available to be reserved and not determined by the Board of Directors to be kept available for other corporate purposes, 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) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, then so long as the Common Shares (and, following the occurrence of a Triggering Event, Common Shares and/or and other securities) that, in light of the provisions of Section 11(a)(iii), will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. (b) As long as the Common Shares issuable and deliverable upon the exercise of the Rights may be are listed on such exchange or quotation systemany 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 that issuance to be listed on such that exchange upon official notice of issuance upon such that exercise. (c) The Company shall use its best efforts to to: (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Section 11(a)(ii) Event in on which the consideration to be delivered by the Company upon exercise of the Rights is described rights has been determined in Section 11(a)(ii) or accordance with Section 11(a)(iii) hereof), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the securities purchasable upon exercise of the Rights on an appropriate form, , (ii) cause such that registration statement to become effective as soon as practicable after such filing and that filing, and (iii) cause such that 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 those securities, and (B) the date of expiration Expiration Date of the Rights. The 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 that 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 120 days after the date set forth in clause (c)(i) above, the exercisability of the rights in order to prepare and file the registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration is required following a Distribution Date, the Company may temporarily suspend the exerciseability 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, unless jurisdiction if the requisite qualification in such that jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or an exemption therefrom shall be available, and until a registration statement has 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 of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities those Common Shares (subject to payment of the Exercise Purchase 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 charges which may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or Common Shares and/or other securities of securities, as the Companycase may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or Common Shares and/or other securities of securities, as the Companycase may be) in a name other than that of, the registered holder of the Rights Right Certificate evidencing Rights surrendered for 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 until any such tax shall have been paid (any such tax being payable by the holder of such Rights that 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 to ensure that it will use its best efforts to cause to be reserved and kept the authorised capital is 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, at all times out of its authorized and unissued Common shares of Preferred Shares (and/or other shares of capital stock or securities)) or its authorized and issued shares of Preferred Shares (and/or other shares of capital stock or securities) held in its treasury, free from preemptive rights or any right of first refusal, the number of Common shares of Preferred Shares (and, following the occurrence of the Triggering Event, Common Shares and/or other shares of capital stock or securities) that will be sufficient to permit the exercise in full of all outstanding RightsRights from time to time outstanding. (b) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, then so So long as the Common shares of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other shares of capital stock or securities) issuable and deliverable upon the exercise of the Rights may be listed on such exchange or quotation systemany national securities exchange, the Company shall use its best reasonable efforts to cause, from and after such the 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 shall use its best efforts to to: (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise earlier of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereof, Separation Date or as soon as is required by law following the Distribution Date, as the case may belaw, a registration statement under the Securities Act of 1933 (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 the 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 earliest of (A) the date as of which the Rights are no longer exercisable for such securities and securities, (B) the date Expiration Date and (C) the Redemption Date. The Company will also take all action necessary to ensure compliance with the securities or "blue sky" laws of expiration the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement statements and permit it them to become effective. Upon any such suspension, the Company shall issue a public announcement stating, and notify the Rights Agent, stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, jurisdiction unless the requisite qualification in such that jurisdiction shall have been obtainedobtained and, or an exemption therefrom shall be availableif applicable, 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 securities shares (subject to payment of the Exercise Purchase Price), 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 federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or and of any Common Shares (or and/or other securities shares of capital stock of securities, as the Companycase may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts any certificate for the Common shares of Preferred Shares (or and/or other securities shares of capital stock of securities, as the Companycase may be) in respect of a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue the issuance or to deliver delivery of any certificates or depositary receipts for Common shares of Preferred Shares (or and/or other securities shares of capital stock of securities, as the Company) 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 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 Subject to the Company's right under Section 11(a)(iii) hereof to otherwise fulfill its obligations hereunder, the Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued Common Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued or any Common Shares and/or other securities)held in its treasury, 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 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) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, then so So long as the Common Shares (and, following issuable upon the occurrence of a Triggering Event, Common Shares and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such any national securities exchange or authorized for quotation systemon 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 shall use its best efforts to (i) file, as soon as is practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described has been determined in Section accordance with Sections 11(a)(ii) (or Section 11(a)(iii)) and 13 hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Shares or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and or (B) the date of expiration of the Rights. The 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 effectFinal 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 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 ninety (90) days after the date set forth in clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to 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 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 jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or an exemption therefrom the exercise thereof shall not be available, and until permitted under applicable law or a registration statement has 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 of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), 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 which that may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or other securities of the Companyor property) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Rights 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 of the Companyor property) in a name other than that of, the registered holder of the Rights Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities of the Companyor property) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued shares of Common Shares Stock not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Shares Stock and/or other securities), the number of Common Shares (and, following the occurrence of the Triggering Event, Common Shares Stock and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights. (b) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation systemexchange, 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 exercise of the Rights may be listed on such exchange or quotation systemexchange, 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 shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described has been determined in accordance with Section 11(a)(ii) or Section 11(a)(iii11(a)(iv) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (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 filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the date of expiration of the Rights. The 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, unless the requisite qualification in such jurisdiction shall have been obtained, or an exemption therefrom shall be available, and until a registration statement has been declared 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 securities Common Shares (subject to payment of the Exercise Purchase 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 charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or of any Common Shares (or other securities of the Company) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of the Company) in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities of the Company) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued Common Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its or any authorized and unissued issued Common Shares and/or other securities)held in its treasury, 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) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, then so So long as the Common Shares (and, following issuable upon the occurrence of a Triggering Event, Common Shares and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such any national securities exchange or automated 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)exercisable, all shares reserved for such issuance to be listed on such exchange or automated quotation system upon official notice of issuance upon such exercise. (c) The If necessary to permit the issuance of Common Shares pursuant to the Rights, the Company shall use its best efforts to (i) file, from and after such time as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement become exercisable to register such Common Shares under the Securities Act with respect to the Act, and any applicable state securities purchasable upon exercise of the Rights on an appropriate formlaws, (ii) cause such registration statement to become effective as soon as practicable possible after such filing and (iii) cause keep 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 expiration date of the Rights or the date as of which the Rights are no longer exercisable for such securities and (B) the date of expiration of the Rightsexercisable. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c)90 days, the exercisability of the Rights in order to prepare and file such a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating, and notify the Rights Agent, stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained, or an exemption therefrom shall be available, obtained and until a registration statement has under the Securities Act (if required) shall have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities Common Shares (subject to payment of the Exercise Purchase 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 charges which that may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or other securities of the Company) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Rights Right 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 Rights Right Certificate evidencing Rights surrendered for 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 until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of 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 to cause to be reserved and 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 Shares and/or other securities)any authorized and issued Common Shares held in its treasury, 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; 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) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, then so b. So long as the Common Shares (and, following issuable upon the occurrence of a Triggering Event, Common Shares and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such any national securities exchange or authorized for quotation systemon 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 shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Section 11(a)(ii) Event in on which the consideration to be delivered by the Company upon exercise of the Rights is described has been determined in accordance with Section 11(a)(ii) or Section 11(a)(iii) hereof, hereof or as soon as is required by law following the Distribution Date, as the case may bebe (provided the Company shall not have elected to make the exchange permitted by Section 25 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 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 filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the date 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 expiration the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (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, stating 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 In addition, if the Company will also take such action as may be appropriate under, or shall determine that a registration statement is required following the Distribution Date but prior to ensure compliance withthe occurrence of a Section 11(a)(ii) Event hereof, the securities or "blue sky" laws of the various states in connection with Company may temporarily suspend the exercisability of the RightsRights 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, unless jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or an exemption therefrom shall be available, and until a registration statement has 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 (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase 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 charges which may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or other securities of the Companyor property) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of the Companyor property) in a name other than that of, the registered holder of the Rights Certificate Right Certificates evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities or property) in a name other than that of the Company) registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's 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 to cause to be reserved and 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 or any Common Shares and/or other securities)held in its treasury, 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) If the Company has Rights in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation systemaccordance with Section 7; provided, then so long as the however, that such action need not be taken with respect to Common Shares (and, following the occurrence of a Triggering Event, Common Shares and/or or other securities) issuable and deliverable upon exercise of the Rights may be listed on such exchange or quotation system, the Company shall use its best efforts to cause, from and until after such time as the Rights become exercisable exercisable, and with respect to Common Shares (but only to or other securities) issuable upon occurrence of an event under Section 11(a) (ii) or Section 13, hereunder, until the extent that it is reasonably likely that the Rights will be exercised), all shares reserved for occurrence of such issuance to be listed on such exchange upon official notice of issuance upon such exercisean event. (cb) The Company shall use its best efforts to (i) file, as soon as is practicable following the earliest date after the first occurrence of a Triggering Event an event under Section 11(a) (ii) or Section 13 hereunder, in which the consideration to be delivered by the Company upon exercise of the Rights is described has been determined in Section 11(a)(ii) or Section 11(a)(iii) hereofaccordance with this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (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 or (B) the date of expiration of the Rights. The 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 effectFinal 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 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 ninety (90) days after the date set forth in clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to 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 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 jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or an exemption therefrom the exercise thereof shall not be available, and until permitted under applicable law or a registration statement has shall not have been declared effective. (c) So long as the shares of Common Stock or other securities 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. (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 securities shares (subject to payment of the Exercise Purchase Price), 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 federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or other securities of the Companyor property) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of the Companyor property) in a name other than that of, the registered holder of the Rights Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities of the Companyor property) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's 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 to cause to be reserved and kept available out of and to the extent of its authorized and unissued Common Shares not reserved for another purpose (andShares, following the occurrence of a Triggering Event, out of its authorized and unissued or any Common Shares and/or other securities)held in its treasury, 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) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, 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 exercise of the Rights may be listed on such exchange or quotation system, the Company shall use its best efforts to cause, from 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), the Company shall use its best efforts to cause all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) will prepare and file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Act"), with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) and use its best efforts to 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 and or (B) the date of expiration of the RightsFinal Expiration Date. The 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 also 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 exercisability of the Rights in order to permit the registration statement to become effective. Upon any such suspension, the Company shall promptly notify the Rights Agent thereof and issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement (and prompt 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, unless jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or an exemption therefrom shall be available, and until a registration statement has been declared effectivethe 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 of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities Common Shares (subject to payment of the Exercise PricePurchase Price and any applicable taxes and governmental charges), 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 which that may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or other securities of the Company) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which or governmental charge that may be payable in respect of any transfer or delivery of Rights Right Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of the Company) in a name other than that of, of the registered holder of the Rights Right 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 until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax or governmental charge is due.

Reservation and Availability of Common Shares. (a) The Company covenants 9.1 Kendxx xxxenants and agrees that it will use its best efforts to shall cause to be reserved and kept available out of and to the extent of its authorized and unissued Common Shares not reserved for another purpose (andShares, following the occurrence free from preemptive rights or any right of first refusal, a Triggering Event, out of its authorized and unissued Common Shares 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) If 9.2 In the Company has in the past or event that there shall hereafter list any of its not be sufficient Common Shares on a national securities issued but not outstanding or authorized but unissued to permit the exercise or exchange or quotation systemof Rights in accordance with Section 11, then so long as the Common Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) issuable Kendxx xxxenants and deliverable upon exercise of the Rights may be listed on such 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 agrees that it is reasonably likely that the Rights will be exercised), shall take all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act 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 date of expiration of the Rights. The 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 undernecessary to authorize additional shares Common Shares for issuance upon the exercise or exchange of Rights pursuant to Section 11; provided, however, that if Kendxx xx unable to cause the authorization of additional Common Shares, then Kendxx xxxll, or if action by Kendxx'x xxxreholders is necessary to ensure compliance withcause such authorization in lieu of seeking any such authorization, Kendxx xxx, to the securities extent necessary and permitted by applicable law and any agreements or "blue sky" laws instruments in effect prior to the Distribution Date to which it is a party, (i) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing Common Shares and requiring payment therefor, (ii) upon due exercise of a Right and payment of the various states Purchase Price for each Common Share as to which such Right is exercised, issue equity securities having a value equal to the value of the Common Shares that otherwise would have been issuable pursuant to Section 11, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of Kendxx, xx (iii) upon due exercise of a Right and payment of the Purchase Price for each Common Share as to which such Right is exercised, distribute a combination of Common Shares, cash and/or other equity and/or debt securities having an aggregate value equal to the value of the Common Shares that otherwise would have been issuable pursuant to Section 11, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of Kendxx. Xx the extent that any legal or contractual restrictions (pursuant to agreements or instruments in connection effect prior to the Distribution Date to which it is party) prevent Kendxx xxxm paying the full amount payable in accordance with the exercisability foregoing sentence, Kendxx xxxll pay to holders of the Rights. Notwithstanding any provision of this Agreement Rights as to the contrary, the Rights shall which such payments are being made all amounts that are not be exercisable in any jurisdiction, unless the requisite qualification in then restricted on a pro rata basis as such jurisdiction shall payments become permissible under such legal or contractual restrictions until such payments have been obtained, or an exemption therefrom shall be available, and until a registration statement has been declared effectivepaid in full. (d) The Company covenants 9.3 Kendxx xxxenants and agrees that it will shall take all such action as may be necessary to ensure that all Common Shares (or other securities of the Company) delivered upon exercise or exchange of Rights shall, at the time of delivery of the certificates for such securities Common Shares (subject to payment of the Exercise Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) The Company further 9.4 So long as the Common Shares issuable upon the exercise or exchange of Rights are to be listed on any national securities exchange, Kendxx xxxenants 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 upon official notice of issuance upon such exercise or exchange. 9.5 Kendxx xxxther covenants and agrees that it will shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or other securities of the Company) upon the exercise or exchange of the Rights. The Company shall Kendxx xxxll not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Right Certificates to a person Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of securities, as the Company) case may be, in a name other than that of, the registered holder of the Rights Right Certificate evidencing Rights surrendered for exercise or exchange or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities of securities, as the Company) case may be, upon the exercise or exchange of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction Kendxx'x xxxisfaction 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 cause to be reserved and 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 or any authorized and unissued issued Common Shares and/or other securities)held in its treasury, 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) If The Company will, as soon as practicable following the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation systemTriggering Date, then so long as the cause all Common Shares (and, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) issuable and deliverable reserved for issuance upon exercise of the Rights may be listed on such exchange or quotation systemto be, 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 exerciseissuance, listed on the stock exchange or market on which the Common Shares are then listed for trading. (c) The Company shall use its best efforts to (i) filewill, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, (i) prepare and file a registration statement under the Securities Act of 1933 (the “Securities Act”) with respect to the Rights and the securities purchasable upon exercise of the Rights on an appropriate form, (ii) use its reasonable best efforts to cause such registration statement to become effective as soon as practicable after such filing filing, and (iii) 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 expiration of the Rights. The Company will also take such actions as may be appropriate under the blue sky laws of which the various states in connection with the issuance of the Rights are no longer exercisable for such and the securities and (B) the date of expiration purchasable upon exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c)days, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effectivestatement. Upon any such suspension, the Company shall will issue a public announcement stating, and notify notice to the Rights Agent, Agent stating that the exercisability of the Rights has been temporarily suspended, as well as and the Company will issue a public announcement and notification notice to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall will not be exercisable in any jurisdiction, unless the jurisdiction in which any requisite registration or qualification in such jurisdiction shall will not have been obtained, or an 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 securities, as the Companycase may be) delivered upon exercise of Rights shallwill, at the time of delivery of the certificates for such securities therefor (subject to payment of the Purchase Price or 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 which that may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or other securities of securities, as the Companycase may be) upon the exercise of Rights. The Company shall will not, however, be required to (a) pay any transfer tax which that may be payable in respect of any transfer involved in the transfer or delivery of Rights Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of securities, as the Companycase may be) in a name other than that of, of the registered holder of the Rights Right Certificate evidencing the Rights surrendered for exercise or to (b) issue or to deliver any certificates or depositary receipts for a number of Common Shares (or other securities of securities, as the Companycase may be) upon the exercise of any Rights until any such tax shall have has been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued Common Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued or Common Shares and/or other securities)held in its treasury, the number of Common Shares (andthat, following the occurrence of the Triggering Eventexcept as provided in Section 11(a)(iii) hereof, Common Shares and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights. (b) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, then so 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 such exchange or quotation systemany national securities exchange, the Company shall use its best reasonable efforts to cause, from and after such time as the Rights become exercisable (but only to and the extent Company reasonably anticipates that it is reasonably likely that the Rights will a Right may be exercised), all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. (c) The Company shall use its best reasonable efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Section 11(a)(ii) Event in on which the consideration to be delivered by the Company upon exercise of the Rights is described has been determined in Section 11(a)(ii) or accordance with Section 11(a)(iii) hereof, or as soon as is required by law or regulation 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 Common Shares or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing 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 securities, and (B) the date of the expiration of the Rights. The 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 ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c)(i), 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 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, unless jurisdiction if the requisite qualification in such jurisdiction shall have has not been obtained, the exercise thereof is not permitted under applicable law or an exemption therefrom shall be available, and until a registration statement has not been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), 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 federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or and of any certificates for Common Shares (or other securities of securities, as the Company) case may be), upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of securities, as the Companycase may be) in respect of a name other than that of, the registered holder of the Rights Certificate Certificates evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities securities, as the case may be) in a name other than that of the Company) registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will use its best efforts to cause to be reserved and kept available out of and to the extent of its authorized and unissued Common Shares not reserved for another purpose (and, following the occurrence of a Triggering Event, out of its authorized and unissued Common Shares 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) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, 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 exercise of the Rights may be listed on such 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 shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act 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 date of expiration of the RightsExpiration Date. The 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. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, unless the requisite qualification in such jurisdiction shall have been obtained, or an exemption therefrom shall be available, and until a registration statement has been declared 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 securities (subject to payment of the Exercise 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 which may be payable in respect of the original issuance or delivery of the Rights Certificates or of any Common Shares (or other securities of the Companysecurities) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or governmental charge which may be payable in respect of any transfer or delivery of 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 Rights Certificate evidencing Rights surrendered for 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 until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the holder of such Rights 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 to cause to be reserved and 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 or any Common Shares and/or other securities)held in its treasury, 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 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) If the Company has in the past or shall hereafter list any of its Common Shares on a national securities exchange or quotation system, then so So long as the Common Shares (and, following issuable upon the occurrence of a Triggering Event, Common Shares and/or other securities) issuable and deliverable upon exercise of the Rights may be listed on such exchange or quotation systemany United States 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 or quoted on such system upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described has been determined in Section accordance with Sections 11(a)(ii) (or Section 11(a)(iii) and 13 hereof), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Common Shares or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and or (B) the date 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 expiration the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) calendar days after the date set forth in clause (i) of the first sentence of this Section 9(c)paragraph, 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, stating 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 In addition, if the Company will also take such action as may be appropriate under, or to ensure compliance withshall determine that a registration statement is required following the Distribution Date, the securities or "blue sky" laws of the various states in connection with Company may temporarily suspend the exercisability of the RightsRights 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, unless jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, obtained or an exemption therefrom the exercise thereof shall not be available, and until permitted under applicable law or a registration statement has 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 of the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities shares (subject to payment of the Exercise Purchase Price), 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 which that may be payable in respect of the original issuance or delivery of the Rights Right Certificates or of any Common Shares (or other securities of the Companyor property) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Rights 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 of the Companyor property) in a name other than that of, the registered holder of the Rights Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities of the Companyor property) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company's ’s satisfaction that no such tax is due.

Reservation and Availability of 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 to cause to be reserved and kept available out of and to the extent of its authorized and unissued Common Shares not reserved for another purpose (andShares, following the occurrence of a Triggering Event, out of its or any authorized and unissued issued Common Shares and/or other securities)held in its treasury, 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. (bRights and, after the occurrence of a Section 11(a)(ii) If Event, shall, to the Company has in the past or shall hereafter list any extent reasonably practicable, so reserve and keep available a sufficient number of its Common Shares on a national securities exchange or quotation system, then so (and/or other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as the Common Shares (and, following the occurrence of a Triggering Event, Common Shares and/or or other securities, as the case may be) issuable and deliverable upon the exercise of the Rights may be listed on such exchange or quotation systemany 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. . The Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (cor other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable shares or securities. The Company Corporation shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event in which the consideration to be delivered by the Company upon exercise of the Rights is described in Section 11(a)(ii) or Section 11(a)(iii) hereofShares Acquisition Date (or, or as soon as is if required by law law, at such earlier time following the Distribution Date, Date as the case may beso required), a registration statement under the Securities Act 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 filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities ActAct and the rules and regulations thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the date of the expiration of the Rightsrights provided by Section 11(a)(ii). The 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 Corporation 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 Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, unless the requisite qualification in such jurisdiction shall have been obtained, or an exemption therefrom shall be available, and until a registration statement has been declared effectivestates. (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 securities (subject to payment of the Exercise 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 charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or of any Common Shares (or other securities of the Company) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities of the Company) in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities of the Company) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.