Reservation and Availability of Common Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Common Shares or any authorized and issued Common Shares held in its treasury, free from preemptive rights or any right of first refusal, a number of Common Shares sufficient to permit the exercise in full of all outstanding Rights. (b) In the event that there shall not be sufficient Common Shares issued but not outstanding, or authorized but unissued, to permit the exercise or exchange of Rights in accordance with Section 11, the Company covenants and agrees that it will take all such action as may be necessary to authorize additional Common Shares for issuance upon the exercise or exchange of Rights pursuant to Section 11. (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Shares delivered upon exercise or exchange of Rights shall, at the time of delivery of the certificates for such Common Shares (subject to the payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable shares. (d) So long as the Common Shares issuable upon the exercise or exchange of Rights are to be listed on any national securities exchange, the Company covenants and agrees to use its best efforts to cause, from and after such time as the Rights become exercisable or exchangeable, all Common Shares reserved for such issuance to be listed on such securities exchange upon official notice of issuance upon such exercise or exchange. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges that
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