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

Reservation and Availability of Common Shares. The Corporation covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such 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 Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation shall not, however, be required to pay any tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation Company covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full pursuant to Section 7 hereof of all outstanding Rights pursuant Rights; such number of Common Shares reserved and kept available shall be adjusted from time to this Agreementtime, if and to the extent required, upon the occurrence of any of the events described in Section 11 hereof. So long as the Company's Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be are listed on any a national securities exchange, the Corporation Company shall use its best efforts endeavor to cause, from and after such time as the Rights become exercisable, all shares Common Shares reserved for such issuance upon exercise of the Rights to be listed on such exchange upon official notice of issuance upon such exerciseissuance. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shallshall be, 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 issued, fully paid, nonassessable and fully paid freely tradeable shares, free and non-assessable shares clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or securitiesfirst refusal. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate Certificates evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation Company also shall use its best efforts to (i) fileto file on an appropriate form, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following later of the first occurrence of a Triggering Event or the Distribution Date as so required)Date, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities purchasable issuable upon exercise of the Rights on an appropriate formRights, (ii) to cause such registration statement to become effective as soon as practicable after such filing, and (iii) to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunderSecurities Act) until the earlier of (A) the date as of the expiration of which the Rights provided by Section 11(a)(ii)are no longer exercisable for such securities and (B) the Expiration Date. The Corporation will Company shall also take such action as may be appropriate under under, or to ensure compliance with, the securities or "blue sky sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time 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 to 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 should be filed under the Securities Act or any state securities laws following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights in each relevant jurisdiction until such time as a registration statement has been declared effective and, upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite registration or qualification in such jurisdiction shall not have been effected or the exercise of the Rights shall not be permitted under applicable law. Notwithstanding anything in this Agreement to the contrary, after the later of the Distribution Date and the first occurrence of a Triggering Event, the Company shall not, except as permitted by Section 23 or Section 26 hereof, take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will eliminate or otherwise diminish the benefits intended to be afforded by the Rights. In the event that the Company is obligated to pay cash pursuant to Sections 11 or 14 hereof, it shall make all arrangements necessary so that such cash is available for distribution by the Rights Agent, if and when appropriate.

Reservation and Availability of Common Shares. The Corporation covenants and agrees that at all times after prior to the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued un-issued Common Shares (and/or other securities)Shares, or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of a Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of Common Shares (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 (or and, after the occurrence of a Section 11(a)(ii) Event, any other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or and/or other securities, as the case may be) , delivered upon exercise of Rights shall, at the time of delivery of the certificates for such 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 Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or and/or other securities, as the case may be) , upon the exercise of Rights. The Corporation shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary depository receipts for the Common Shares (or and/or other securities, as the case may be) , in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or and/or other securities, as the case may be) , upon the exercise of any Rights, until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required)Date, a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights rights provided by Section 11(a)(ii11 (a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation Company covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities)Shares, or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant to this AgreementRights. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Corporation Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights 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 securitiesnonassessable shares. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery deliver of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of 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, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, or admitted for quotation on any on a quotation system sponsored by a registrant national securities association, the Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or admitted for quotation on such system, as the case may be 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 (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares 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 Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states. Unless otherwise instructed by the Corporation in writing, the Rights Agent may assume that any Right exercised is permitted to be exercised under applicable law and shall have no liability for acting in reliance upon such assumption.

Reservation and Availability of Common Shares. The Corporation covenants and agrees that Company will at all times after reserve and keep available, free from preemptive rights, out of the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, cause to be reserved and kept available out aggregate of its authorized and but unissued Common Shares (and/or other securities)Shares, or for the purpose of enabling it to satisfy any authorized and issued obligation to issue Common Shares (and/or other securities) held in its treasuryupon exercise of Warrants, the full number of Common Shares (or other securities, as the case may be) that will be sufficient to permit deliverable upon the exercise in full of all outstanding Rights Warrants. Before taking any action which would cause an adjustment pursuant to this AgreementSection 10 reducing the Exercise Price, the Company will take any corporate action which may, in the opinion of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and non-assessable Common Shares at the Exercise Price as so adjusted. So long as The Company covenants that all Common Shares which may be issued upon exercise of Warrants will upon issue be fully paid and non-assessable and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Warrant Agent is hereby authorized to requisition from time to time from the transfer agent for the Common Shares (or other securitiesShares, as and any subsequent transfer agent of any of the case may be) Company's securities issuable upon the exercise of the Rights may be listed on any national securities exchangeWarrants, the Corporation shall use its best efforts share certificates required to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercisehonor outstanding Warrants. The Corporation covenants Company hereby directs its present and agrees that it will take shall direct any future transfer agent to comply with all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the requests. The Company will supply such transfer agent with duly executed share certificates for such shares purpose and will itself provide or other securities (subject to payment of the Purchase Price), otherwise make available any cash which may be duly and validly authorized and issued and fully paid and non-assessable shares or securitiespayable as provided in Section 13. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in us respect of the issuance or delivery of the Right Warrant Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of RightsWarrants. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Right Warrant Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, of the registered holder of the Right Warrant Certificate evidencing Rights Warrants surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Warrants until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Warrant Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation Company covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full pursuant to Section 7 hereof of all outstanding Rights pursuant Rights; such number of Common Shares reserved and kept available shall be adjusted from time to this Agreementtime, if and to the extent required, upon the occurrence of any of the events described in Section 11 hereof. So long as the Company's Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be are listed on any a national securities exchange, the Corporation Company shall use its best efforts endeavor to cause, from and after such time as the Rights become exercisable, all shares Common Shares reserved for such issuance upon exercise of the Rights to be listed on such exchange upon official notice of issuance upon such exerciseissuance. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shallshall be, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price, if required), be duly and validly authorized and issued issued, fully paid, nonassessable and fully paid freely tradeable shares, free and non-assessable shares clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or securitiesfirst refusal. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation shall Company further consents and agrees to use its best efforts to (i) filefile on an appropriate form, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following later to occur of a Triggering Event or the Distribution Date as so required)Date, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities purchasable issuable upon exercise of the Rights on an appropriate formRights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunderSecurities Act) until the earliest of (A) the date as of the expiration of which the Rights provided by Section 11(a)(ii)are no longer exercisable for such securities, (B) the Expiration Date, and (C) the Final Expiration Date. The Corporation Company will also take such action as may be appropriate under under, or to ensure compliance with, the securities or "blue sky sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective and upon any such suspension, the Company will issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite registration or qualification in such jurisdiction shall not have been effected or the exercise of the Rights shall not be permitted under applicable law. Notwithstanding anything in this Agreement to the contrary, the Company covenants and agrees that, after the Distribution Date, it will not, except as permitted by Section 23 or Section 26 hereof, take any action if at the time such action is taken it is reasonably foreseeable that such action will diminish or otherwise eliminate the benefits intended to be afforded by the Rights. In the event that the Company is obligated to pay cash and/or distribute other property pursuant to Sections 11, 13, and 14 hereof, it will make all arrangements necessary so that such cash and/or property are available for distribution by the Rights Agent, if and when appropriate.

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

Reservation and Availability of Common Shares. The Corporation covenants and agrees that Company will at all times after reserve and keep available, free from preemptive rights, out of the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, cause to be reserved and kept available out aggregate of its authorized and but unissued Common Shares (and/or other securities)Shares, or for the purpose of enabling it to satisfy any authorized and issued obligation to issue Common Shares (and/or other securities) held in its treasuryupon exercise of Warrants, the full number of Common Shares (or other securities, as the case may be) that will be sufficient to permit deliverable upon the exercise in full of all outstanding Rights Warrants. Before taking any action which would cause an adjustment pursuant to this AgreementSection 10 reducing the Exercise Price, the Company will take any corporate action which may, in the opinion of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and non-assessable Common Shares at the Exercise Price as so adjusted. The Company covenants that all Common Shares which may be issued upon exercise of Warrants will upon issue be fully paid and non-assessable and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Warrant Agent is hereby authorized to requisition from time to time from the transfer agent for the Common Shares, and any subsequent transfer agent of any of the Company's securities issuable upon the exercise of the Warrants, share certificates required to honor outstanding Warrants. The Company hereby directs its present and shall direct any future transfer agent to comply with all such requests. The Company will supply such transfer agent with duly executed share certificates for such purpose and will itself provide or otherwise make available any cash which may be payable as provided in Section 13. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights Warrants may be listed on any national securities exchangeexchange in the United States, the Corporation Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares reserved for such issuance to be listed on each 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 (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares 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 Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in us respect of the issuance or delivery of the Right Warrant Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of RightsWarrants. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Right Warrant Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, of the registered holder of the Right Warrant Certificate evidencing Rights Warrants surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Warrants until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Warrant Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation Company covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities)Shares, or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full pursuant to Section 7 hereof of all outstanding Rights pursuant Rights; such number of Common Shares reserved and kept available shall be adjusted from time to this Agreementtime, if and to the extent required, upon the occurrence of any of the events described in Section 11 hereof. So long as the Company's Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be are listed on any a national securities exchange, the Corporation Company shall use its best efforts endeavor to cause, from and after such time as the Rights become exercisable, all shares Common Shares reserved for such issuance upon exercise of the Rights to be listed on such exchange upon official notice of issuance upon such exerciseissuance. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shallshall be, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price, if required), be duly and validly authorized and issued issued, fully paid, nonassessable and fully paid freely tradeable shares of Common Stock, free and non-assessable shares clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or securitiesfirst refusal. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation shall Company further consents and agrees to use its best efforts to (i) filefile on an appropriate form, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following later to occur of a Triggering Event or the Distribution Date as so required)Date, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities purchasable issuable upon exercise of the Rights on an appropriate formRights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunderSecurities Act) until the earliest of (A) the date as of the expiration of which the Rights provided by Section 11(a)(ii)are no longer exercisable for such securities, (B) the Expiration Date, and (C) the Final Expiration Date. The Corporation Company will also take such action as may be appropriate under under, or to ensure compliance with, the securities or "blue sky sky" laws of the various statesstates in connection with the exercisability of the Rights. The Company may temporarily suspend the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective, and upon any such suspension the Company will issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as an appropriate public announcement at such time as the suspension is no longer in effect. Notwithstanding anything in this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite registration or qualification in such jurisdiction shall not have been effected or the exercise of the Rights shall not be permitted under applicable law. Notwithstanding anything in this Agreement to the contrary, the Company covenants and agrees that, after the Distribution Date, it will not, except as permitted by Section 23 or Section 26 hereof, take any action if at the time such action is taken it is reasonably foreseeable that such action will diminish or otherwise eliminate the benefits intended to be afforded by the Rights. In the event that the Company is obligated to pay cash and/or distribute other property pursuant to Sections 11, 13, and 14 hereof, it will make all arrangements necessary so that such cash and/or property are available for distribution by the Rights Agent, if and when appropriate.

Reservation and Availability of Common Shares. The Corporation covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or and/or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, or admitted for quotation on any on a quotation system sponsored by a registrant national securities association, the Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or admitted for quotation on such system, as the case may be 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 (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares 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 Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.the

Reservation and Availability of Common Shares. The Corporation covenants and agrees that at all times after prior to the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of a Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of other securities) which may be required to permit the exercise in full of the Rights pursuant to this Agreement. So long as If the Common Shares (and, after the occurrence of a Section 11(a)(ii) Event, Common Shares or any other securities, as the case may be) issuable upon the exercise of the Rights may be are listed on any national securities exchangeexchange or automated quotation service, the Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares Common Shares or other securities reserved for such issuance to be listed on such exchange or quotation service upon official notice of issuance upon such exercise. The Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares Common 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 Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securitiesShares, as the case may be) upon the exercise of Rights. The Corporation shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person Person other than, or the issuance or of delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securitiesShares, as the case may be) upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required)Date, a registration statement under the Act, with respect to the Common Shares and other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii)Rights. The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation Company covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full pursuant to Section 7 hereof of all outstanding Rights pursuant Rights; such number of Common Shares reserved and kept available shall be adjusted from time to this Agreementtime, if and to the extent required, upon the occurrence of any of the events described in Section 11 hereof. So long as the Company's Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be are listed on any a national securities exchangeexchange or quoted on the Nasdaq National Market, the Corporation Company shall use its best efforts endeavor to cause, from and after such time as the Rights become exercisable, all shares Common Shares reserved for such issuance upon exercise of the Rights to be listed on such exchange or included in the Nasdaq National Market, as the case may be, upon official notice of issuance upon such exerciseissuance. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shallshall be, 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 issued, fully paid, nonassessable and fully paid freely tradeable shares, free and non-assessable shares clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or securitiesfirst refusal. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate Certificates evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation Company also shall use its best efforts to (i) fileto file on an appropriate form, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required)Date, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the securities purchasable issuable upon exercise of the Rights on an appropriate formRights, (ii) to cause such registration statement to become effective as soon as practicable after such filing, and (iii) to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunderSecurities Act) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.earlier of

Reservation and Availability of Common Shares. The Corporation Company covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities)Shares, or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant to this AgreementRights. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), the Corporation Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or so traded in such over-the-counter market, upon official notice of issuance upon such exercise. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights 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 securitiesnonassessable shares. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal 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 (or other securities, as the case may be) upon the exercise of Rights. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or in a name other securities, as than that of the case may be) registered holder upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation --------------------------------------------- Company covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities)Shares, or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant to this AgreementRights. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ"), the Corporation Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or so traded in such over-the-counter market, upon official notice of issuance upon such exercise. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights 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 securitiesnonassessable shares. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal 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 (or other securities, as the case may be) upon the exercise of Rights. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or in a name other securities, as than that of the case may be) registered holder upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation Company covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and but unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant Rights. In the event that there shall at any time not be sufficient authorized but unissued Common Shares or treasury shares to this Agreementpermit the exercise in full of all outstanding Rights, the Company shall take all such action as may be necessary to authorized additional Common Shares for issuance upon exercise of all outstanding Rights. So long as the Common Shares (or other securities, as the case may be) issuable purchasable upon the exercise of the Rights may be listed on any national securities exchangeexchange or quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") the Corporation Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all such shares reserved for such issuance to be listed on such exchange upon official notice of issuance or quoted on NASDAQ, as the case may be, upon such exercise. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights 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 securitiesnonassessable shares. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation 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 Right Certificates to a person other than, than the registered holder thereof or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or and charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's reasonable Company=s satisfaction that no such tax or charge is due. The Corporation Company shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if occurrence of an event described in Section 11(a)(ii) hereof or as soon as is required by law, at such earlier time law following the Distribution Date Date, as so required)the case may be, a registration statement under the Securities Act of 1993 (the "Act, ") on an appropriate form with respect to the securities Common Shares purchasable upon exercise of the Rights on an appropriate formRights, (ii) cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunderAct) until the date of the expiration of the Rights provided by Section 11(a)(ii)Expiration Date. The Corporation Company will also take such action with respect to such Common Shares as may be appropriate under the securities or "blue sky sky" laws of the various states. The Company may temporarily suspend the exercisability of the Rights in order to prepare and file such registration statement and cause it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained.

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

Reservation and Availability of Common Shares. The Corporation covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities)Shares, or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such 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, including, without limitation, the payment of any stamp duties levied upon the issuance and delivery of such shares or securitiesunder applicable law. The Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation shall not, however, be required to pay any tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation covenants and agrees that at all times after time prior to the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities)Shares, or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of a Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of Common Shares (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 (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed traded on any national securities exchangethe National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercisethe NASDAQ system. The Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such 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 Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights rights provided by Section 11(a)(ii11(a)(i). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation covenants and agrees that at all times after prior to the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities)Shares, or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of a Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of Common Shares (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 (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such 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 Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation Company ---------------------------------------------- covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and but unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant Rights. In the event that there shall at any time not be sufficient authorized but unissued Common Shares or treasury shares to this Agreementpermit the exercise in full of all outstanding Rights, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exercise of all outstanding Rights. So long as the Common Shares (or other securities, as the case may be) issuable purchasable upon the exercise of the Rights may be listed on any national securities exchangeexchange or quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("NASDAQ") ------ the Corporation Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all such shares reserved for such issuance to be listed on such exchange upon official notice of issuance or quoted on NASDAQ, as the case may be, upon such exercise. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights 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 securitiesnonassessable shares. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation 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 Right Certificates to a person other than, than the registered holder thereof or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or and charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation Company shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if occurrence of a Section 11(a)(ii) Event or as soon as is required by law, at such earlier time law following the Distribution Date Date, as so required)the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act, ") on an appropriate form with respect to the securities Common Shares --------------- purchasable upon exercise of the Rights on an appropriate formRights, (ii) cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunderSecurities Act) until the date of the expiration of the Rights provided by Section 11(a)(ii)Expiration Date. The Corporation Company will also take such action with respect to such Common Shares as may be appropriate under the securities or "blue sky sky" laws of the various states. The Company may temporarily suspend the exercisability of the Rights in order to prepare and file such registration statement and cause it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, unless the requisite qualification in such jurisdiction shall have been obtained.

Reservation and Availability of Common Shares. The Corporation covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or and/or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, or admitted for quotation on any on a quotation system sponsored by a registrant national securities association, the Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or admitted for quotation on such system, as the case may be 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 (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares 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 Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation covenants and agrees that at all times after prior to the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities)Shares, or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of a Section 11(a)(ii) Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of Common Shares (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 (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Corporation covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such 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 Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation shall not, however, be required to pay any tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation --------------------------------------------- Company covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant to this AgreementRights. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Corporation Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights 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 securitiesnonassessable shares. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation Company --------------------------------------------- covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, treasury the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exerciseRights. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities Common Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable shares or securitiesnonassessable shares. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary depository receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary depository receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no any such tax or charge is due. The Corporation shall Company further covenants that it will use its best efforts to (i) filefile on an appropriate form, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following later to occur of an event in Section 11(a)(ii) or Section 13 hereof or the Distribution Date as so required)Date, 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, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunderSecurities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities, and (B) the earlier of the expiration of Final Expiration Date or the Rights provided by Section 11(a)(ii)Redemption Date. The Corporation Company will also take such action as may be appropriate under under, or to ensure compliance with, the securities or "blue sky sky" laws of the various statesstates in connection with the exercisability of the Rights; provided, however, that the Company may temporarily suspend the -------- ------- exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective and upon any such suspension the Company will issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect.

Reservation and Availability of Common Shares. The Corporation Company covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full pursuant to Section 7 hereof of all outstanding Rights pursuant Rights; such number of Common Shares reserved and kept available shall be adjusted from time to this Agreementtime, if and to the extent required, upon the occurrence of any of the events described in Section 11 hereof. So long as the Company's Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be are listed on any a national securities exchangeexchange or quoted on the Nasdaq National Market, the Corporation Company shall use its best efforts endeavor to cause, from and after such time as the Rights become exercisable, all shares Common Shares reserved for such issuance upon exercise of the Rights to be listed on such exchange or included in the Nasdaq National Market, as the case may be, upon official notice of issuance upon such exerciseissuance. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shallshall be, 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 issued, fully paid, nonassessable and fully paid freely tradeable shares, free and non-assessable shares clear of any liens, encumbrances and other adverse claims and not subject to any rights of call or securitiesfirst refusal. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate Certificates evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.tax

Reservation and Availability of Common Shares. The Corporation covenants and agrees that Company will at all times after reserve and keep available, free from preemptive rights, out of the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, cause to be reserved and kept available out aggregate of its authorized and but unissued Common Shares (and/or other securities)Shares, or for the purpose of enabling it to satisfy any authorized and issued obligation to issue Common Shares (and/or other securities) held in its treasuryupon exercise of Warrants, the full number of Common Shares (or other securities, as the case may be) that will be sufficient to permit deliverable upon the exercise in full of all outstanding Rights Warrants. Before taking any action which would cause an adjustment pursuant to this AgreementSection 10 reducing the Exercise Price, the Company will take any corporate action which may, in the opinion of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and non-assessable Common Shares at the Exercise Price as so adjusted. The Company covenants that all Common Shares which may be issued upon exercise of Warrants will upon issue be fully paid and non-assessable and free from all taxes, liens, charges and security interests with respect to the issue thereof. The Warrant Agent is hereby authorized to requisition from time to time from the transfer agent for the Common Shares, and any subsequent transfer agent of any of the Company's securities issuable upon the exercise of the Warrants, share certificates required to honor outstanding Warrants. The Company hereby directs its present and shall direct any future transfer agent to comply with all such requests. The Company will supply such transfer agent with duly executed share certificates for such purpose and will itself provide or otherwise make available any cash which may be payable as provided in Section 13. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights Warrants may be listed on any national securities exchangeexchange in the United States, the Corporation Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares reserved for such issuance to be listed on each 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 (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares 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 Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Warrant Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of RightsWarrants. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Right Warrant Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, of the registered holder of the Right Warrant Certificate evidencing Rights Warrants surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Warrants until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Warrant Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation Company covenants and agrees that at it shall take all times after the occurrence of a Section 11(a)(iiaction necessary to comply with Sections 11(a) Event it will, to the extent reasonably practicable, cause to be reserved (iv) and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities24(c) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant to this Agreementhereof. So long as If the Common Shares (or other securities, as the case may be) securities issuable upon the exercise of the Rights may be Rights) are listed on any national securities exchange, the Corporation Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares (or other securities) reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued and and, with respect to Common Shares or other securities, fully paid and non-assessable shares or securitiesnon assessable. The Corporation Company further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may besecurities delivered) upon the exercise of Rights. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary depository receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary depository receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation Company covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, will cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant to in accordance with Section 7 of this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, the Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise. The Corporation Company covenants and agrees that it will take all such action as may be necessary to ensure so that all Common Shares (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such 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 securitiesnonassessable shares. The Corporation further Company shall use every reasonable effort to obtain, as soon as practicable following the Shares Acquisition Date (to the extent not theretofore obtained), such regulatory approvals and take such other action as may be necessary for it to issue and/or sell Common Shares purchasable upon the exercise of the Rights. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable pursuant to Section 7 or pursuant to the provisions contemplated by Section ll(a)(ii) hereof (a) unless and until any regulatory approvals required for the issuance and/or sale of Common Shares upon such exercise have been obtained, (b) in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or (c) if the exercise thereof, or the issuance and/or sale of the Common Shares to be purchased upon such exercise, shall not be permitted under the Company's Restated Articles of Incorporation, as amended, or any applicable law or administrative or judicial regulation or order. The Company covenants and agrees that it will pay when due and payable any and all U.S. 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 (or other securities, as the case may be) upon the exercise of Rights. The Corporation Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, transfer or exercise or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the CorporationCompany's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.

Reservation and Availability of Common Shares. The Corporation covenants and agrees that at all times after the occurrence of a Section 11(a)(ii) Event it will, to the extent reasonably practicable, cause to be reserved and kept available out of its authorized and unissued Common Shares (and/or other securities), or any authorized and issued Common Shares (and/or other securities) held in its treasury, the number of Common Shares (or and/or other securities, as the case may be) that will be sufficient to permit the exercise in full of all outstanding Rights pursuant to this Agreement. So long as the Common Shares (or other securities, as the case may be) issuable upon the exercise of the Rights may be listed on any national securities exchange, or admitted for quotation on any quotation system sponsored by a registrant national securities association, the Corporation shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or admitted for quotation on such system, as the case may be 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 (or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares 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 Corporation further covenants and agrees that it will pay when due and payable any and all U.S. federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Common Shares (or other securities, as the case may be) upon the exercise of Rights. The Corporation shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Common Shares (or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or to deliver any certificates or depositary receipts for Common Shares (or other securities, as the case may be) upon the exercise of any Rights, until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Corporation's reasonable satisfaction that no such tax or charge is due. The Corporation shall use its best efforts to (i) file, as soon as practicable following the Shares Acquisition Date (or, if required by law, at such earlier time following the Distribution Date as so required), a registration statement under the Act, with respect to the securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act and the rules and regulations thereunder) until the date of the expiration of the Rights rights provided by Section 11(a)(ii). The Corporation will also take such action as may be appropriate under the blue sky laws of the various states.