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

Reservation and Availability of Common Stock. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock, or any authorized and issued shares of Common Stock held in its treasury, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company need not so reserve and keep available shares of Common Stock which may be required to be issued upon exercise of the Rights in accordance with Section 11(a)(ii) until the occurrence of a Section 11(a)(ii) Event; and provided, further, that if pursuant to Section 11(a)(iii), the Company makes provision to substitute alternative consideration for some or all of the shares of Common Stock which may be required to be issued upon exercise of the Rights, the Company shall be required to reserve and keep available only the number of shares of Common Stock, if any, that may then be required to be issued upon exercise of the Rights. So long as the shares of Common Stock issuable upon the exercise of the Rights may be listed on any national securities exchange or included on any over-the-counter market reporting system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or included on such reporting system upon official notice of issuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock (and, following the occurrence of a Triggering Event, any other equity securities) delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares (or such other equity securities), subject to payment of the Purchase Price, be duly and validly authorized, issued and fully paid and nonassessable. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or in respect of the issuance or delivery of the shares of Common Stock (or other securities, as the case may be) in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights, until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Act with respect to any securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also use its best efforts to qualify or register the securities purchasable upon exercise of the Rights as may be necessary or appropriate under the blue sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the filing of a registration statement pursuant to clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required in other circumstances or for additional or different securities following the Distribution Date, the Company may similarly temporarily suspend the exercisability of the Rights until such time as that registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effective.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common StockStock (and, following the occurrence of a Triggering Event, other securities) or any authorized and issued shares of Common Stock (and, following the occurrence of a Triggering Event, other securities) held in its treasury, the number of shares of Common Stock that (and, following the occurrence of a Triggering Event, other securities) that, except as provided this Agreement, including in Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company need not so reserve and keep available shares of Common Stock which may be required to be issued upon exercise of the Rights in accordance with Section 11(a)(ii. (b) until the occurrence of a Section 11(a)(ii) Event; and provided, further, that if pursuant to Section 11(a)(iii), the Company makes provision to substitute alternative consideration for some or all of the shares of Common Stock which may be required to be issued upon exercise of the Rights, the Company shall be required to reserve and keep available only the number of shares of Common Stock, if any, that may then be required to be issued upon exercise of the Rights. So long as the shares of Common Stock (and, following the occurrence of a Triggering Event, other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange or included quoted on any over-the-counter market reporting systemthe NASDAQ stock market, the Company shall use its best reasonable efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or included on such reporting system so quoted upon official notice of issuance upon such exercise. (c) The Company shall use its reasonable efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a)(iii) hereof, or an soon as is required by law or regulation following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the rights are no longer exercisable for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c)(i), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock (and, following the occurrence of a Triggering Event, any other equity securities) delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares (or such other equity securities), subject to payment of the Purchase Price), be duly and validly authorized, authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state to transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or and of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or in respect of the issuance or delivery of the shares of Common Stock (or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights, Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Act with respect to any securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also use its best efforts to qualify or register the securities purchasable upon exercise of the Rights as may be necessary or appropriate under the blue sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the filing of a registration statement pursuant to clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required in other circumstances or for additional or different securities following the Distribution Date, the Company may similarly temporarily suspend the exercisability of the Rights until such time as that registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effectiveSection 10.

Reservation and Availability of Common Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common StockStock (and, following the occurrence of a Triggering Event, out of its authorized and unissued shares of Common Stock and/or other securities) or out of any authorized and issued shares of Common Stock held in its treasury, the number of shares of Common Stock that (and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) that, as provided in this Agreement including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company need not so reserve and keep available shares of Common Stock which may be required to be issued upon exercise of the Rights in accordance with Section 11(a)(ii. (b) until the occurrence of a Section 11(a)(ii) Event; and provided, further, that if pursuant to Section 11(a)(iii), the Company makes provision to substitute alternative consideration for some or all of the shares of Common Stock which may be required to be issued upon exercise of the Rights, the Company shall be required to reserve and keep available only the number of shares of Common Stock, if any, that may then be required to be issued upon exercise of the Rights. So long as the shares of Common Stock (and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange or included on any over-the-counter market reporting systemexchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisableexercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange or included on such reporting system upon official notice of issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Section 11 Event on which the consideration to be delivered by the Company upon exercise of the Rights has been determined pursuant to this Agreement (including in accordance with Section 11(a)(iii) hereof), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock or other securities purchasable upon exercise of the Rights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such shares of Common Stock or other securities, and (B) the Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock (and, following the occurrence of a Triggering Event, any shares of Common Stock and/or other equity securities) delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares (or such other equity securities), subject to payment of the Purchase Price), be duly and validly authorized, authorized and issued and fully paid and nonassessable. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or and of any certificates for shares of Common Stock (or Common Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or in respect of the issuance or delivery of the shares of Common Stock (or Common Stock and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Common Stock (or Common Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights, Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate Certificates at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Act with respect to any securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also use its best efforts to qualify or register the securities purchasable upon exercise of the Rights as may be necessary or appropriate under the blue sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the filing of a registration statement pursuant to clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required in other circumstances or for additional or different securities following the Distribution Date, the Company may similarly temporarily suspend the exercisability of the Rights until such time as that registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effectiveSection 10.

Reservation and Availability of Common Stock. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock, or any authorized and issued shares of Common Stock held in its treasury, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Rights; providedRights and, howeverafter the occurrence of an event specified in Section 11, that the Company need not shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities), to the extent available under applicable law, which may be required to be issued upon permit the exercise in full of the Rights in accordance with Section 11(a)(ii) until the occurrence of a Section 11(a)(ii) Event; and provided, further, that if pursuant to Section 11(a)(iii), the Company makes provision to substitute alternative consideration for some or all of the shares of Common Stock which may be required to be issued upon exercise of the Rights, the Company shall be required to reserve and keep available only the number of shares of Common Stock, if any, that may then be required to be issued upon exercise of the Rights. So long as the shares of Common Stock issuable upon the exercise of the Rights may be listed on any national securities exchange or included on any over-the-counter market reporting system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or included on such reporting system upon official notice of issuance upon such exercisethis Agreement. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock (and, following the occurrence of a Triggering Event, any and/or other equity securities) securities delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (or such other equity securities), subject to payment of the Purchase Price), be duly and validly authorized, authorized and issued and fully paid and nonassessablenonassessable shares or securities. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or in respect of the issuance or delivery of certificates for the shares of Common Stock (or other securities, as the case may be) in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights, Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Act"), with respect to any the securities purchasable upon exercise of the RightsRights 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 ActAct and the rules and regulations thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also use its best efforts to qualify or register the securities purchasable upon exercise of the Rights as may be necessary or appropriate under the blue sky laws expiration of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90rights provided by Section 11(a)(ii) days after or the filing of a registration statement pursuant to clause (i) of the first sentence of this paragraph, the exercisability redemption of the Rights in order to prepare and file such registration statement and permit it to become effective. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required in other circumstances or for additional or different securities following the Distribution Date, the Company may similarly temporarily suspend the exercisability of the Rights until such time as that registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effective.accordance

Reservation and Availability of Common Stock. The Company covenants and agrees that it will cause to be reserved and kept available available, out of its authorized and unissued shares of Common Stock, Stock or any its authorized and issued shares of Common Stock held in its treasury, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company need not Warrants. For so reserve and keep available shares of Common Stock which may be required to be issued upon exercise of the Rights in accordance with Section 11(a)(ii) until the occurrence of a Section 11(a)(ii) Event; and provided, further, that if pursuant to Section 11(a)(iii), the Company makes provision to substitute alternative consideration for some or all of the shares of Common Stock which may be required to be issued upon exercise of the Rights, the Company shall be required to reserve and keep available only the number of shares of Common Stock, if any, that may then be required to be issued upon exercise of the Rights. So long as the shares of Common Stock issuable upon the exercise of the Rights Warrants may be listed on any national securities exchange or included on any over-the-counter market reporting systemthe NASDAQ National Market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares reserved for such issuance to be listed on such exchange or included on such reporting system upon official notice of issuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure insure that all shares of Common Stock (and, following the occurrence of a Triggering Event, any other equity securities) delivered upon the exercise of Rights Warrants shall, at the time of delivery of the certificates for such shares (or such other equity securities), subject to payment of the Purchase Exercise Price), be duly and validly authorized, authorized and issued and fully paid and nonassessablenonassessable shares. The Company further covenants and agrees that it will pay when due and payable payable, any and all federal Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Warrant Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) shares upon the exercise of RightsWarrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Rights Warrant Certificates to a person other than, or in respect of the issuance or delivery of the shares of certificates for Common Stock (or other securities, as the case may be) in a name other than that of, of the registered holder of the Rights Certificates Warrant Certificate evidencing Rights Warrants surrendered for exercise or to issue or deliver any certificates for shares of Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights, Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Rights Warrant Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Act with respect to any securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also use its best efforts to qualify or register the securities purchasable upon exercise of the Rights as may be necessary or appropriate under the blue sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the filing of a registration statement pursuant to clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required in other circumstances or for additional or different securities following the Distribution Date, the Company may similarly temporarily suspend the exercisability of the Rights until such time as that registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effective.

Reservation and Availability of Common Stock. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock, or any authorized and issued shares of Common Stock held in its treasury, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Rights; providedRights and, howeverafter the occurrence of an event specified in Sections 11 and 13, that the Company need not shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to be issued upon permit the exercise in full of the Rights in accordance with Section 11(a)(ii) until the occurrence of a Section 11(a)(ii) Event; and provided, further, that if pursuant to Section 11(a)(iii), the Company makes provision to substitute alternative consideration for some or all of the shares of Common Stock which may be required to be issued upon exercise of the Rights, the Company shall be required to reserve and keep available only the number of shares of Common Stock, if any, that may then be required to be issued upon exercise of the Rightsthis Agreement. So long as the shares of Common Stock (and, after the occurrence of an event specified in Sections 11 and 13, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or included on any over-the-counter market reporting systemexchange, the 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 or included on such reporting system upon official notice of issuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock (and, following the occurrence of a Triggering Event, any and/or other equity securities) securities delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (or such other equity securities), subject to payment of the Purchase Price), be duly and validly authorized, authorized and issued and fully paid and nonassessablenonassessable shares or securities. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Common Stock (or and/or other securities, as the case may be) securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or in respect of the issuance or delivery of the shares of Common Stock (or and/or other securities, as the case may be) securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Common Stock (or Stock, and/or other securities, as the case may be) securities in a name other than that of the registered holder upon the exercise of any Rights, Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Act"), with respect to any the securities purchasable upon exercise of the Rights, (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 ActAct and the rules and regulations thereunder) until the earlier expiration of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration DateRights. The Company shall will also use its best efforts to qualify or register the securities purchasable upon exercise of the Rights take such action as may be necessary or appropriate under the blue sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the filing of a registration statement pursuant to clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required in other circumstances or for additional or different securities following the Distribution Date, the Company may similarly temporarily suspend the exercisability of the Rights until such time as that registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effective.

Reservation and Availability of Common Stock. The Company --------------------------------------------- covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock, or any authorized and issued shares of Common Stock held in its treasury, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Rights; providedRights and, howeverafter the occurrence of an event specified in Section 11, that the Company need not shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to be issued upon permit the exercise in full of the Rights in accordance with Section 11(a)(ii) until the occurrence of a Section 11(a)(ii) Event; and provided, further, that if pursuant to Section 11(a)(iii), the Company makes provision to substitute alternative consideration for some or all of the shares of Common Stock which may be required to be issued upon exercise of the Rights, the Company shall be required to reserve and keep available only the number of shares of Common Stock, if any, that may then be required to be issued upon exercise of the Rightsthis Agreement. So long as the shares of Common Stock (and, after the occurrence of an event specified in Section 11, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or included on any over-the-counter market reporting systemexchange, the 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 or included on such reporting system upon official notice of issuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common 00 Xxxxxx Xxxxx, Xxxxxx Stock (and, following the occurrence of a Triggering Event, any and/or other equity securities) securities delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (or such other equity securities), subject to payment of the Purchase Price), be duly and validly authorized, authorized and issued and fully paid and nonassessablenonassessable shares or securities. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Common Stock (or and/or other securities, as the case may be) securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or in respect of the issuance or delivery of the shares of Common Stock (or and/or other securities, as the case may be) securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Common Stock (or and/or other securities, as the case may be) securities in a name other than that of the registered holder upon the exercise of any Rights, Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933 (the "Act"), with respect to any securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also use its best efforts to qualify or register the securities purchasable upon exercise of the Rights as may be necessary or appropriate under the blue sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the filing of a registration statement pursuant to clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required in other circumstances or for additional or different securities following the Distribution Date, the Company may similarly temporarily suspend the exercisability of the Rights until such time as that registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effective.20

Reservation and Availability of Common Stock. The Company covenants and agrees that it will cause to be reserved and kept available available, out of its authorized and unissued shares of Common Stock, Stock or any its authorized and issued shares of Common Stock held in its treasury, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company need not Warrants. For so reserve and keep available shares of Common Stock which may be required to be issued upon exercise of the Rights in accordance with Section 11(a)(ii) until the occurrence of a Section 11(a)(ii) Event; and provided, further, that if pursuant to Section 11(a)(iii), the Company makes provision to substitute alternative consideration for some or all of the shares of Common Stock which may be required to be issued upon exercise of the Rights, the Company shall be required to reserve and keep available only the number of shares of Common Stock, if any, that may then be required to be issued upon exercise of the Rights. So long as the shares of Common Stock issuable upon the exercise of the Rights Warrants may be listed on any national securities exchange or included on any over-the-counter market reporting systemthe NASDAQ National Market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares reserved for such issuance to be listed on such exchange or included on such reporting system upon official notice of issuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure insure that all shares of Common Stock (and, following the occurrence of a Triggering Event, any other equity securities) delivered upon the exercise of Rights Warrants shall, at the time of delivery of the certificates for such shares (or such other equity securities), subject to payment of the Purchase Exercise Price), be duly and validly authorized, authorized and issued and fully paid and nonassessablenonassessable shares. The Company further covenants and agrees that it will pay when due and payable payable, any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Warrant Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) shares upon the exercise of RightsWarrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Rights Warrant Certificates to a person other than, or in respect of the issuance or delivery of the shares of certificates for Common Stock (or other securities, as the case may be) in a name other than that of, of the registered holder of the Rights Certificates Warrant Certificate evidencing Rights Warrants surrendered for exercise or to issue or deliver any certificates for shares of Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights, Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Rights Warrant Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Act with respect to any securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also use its best efforts to qualify or register the securities purchasable upon exercise of the Rights as may be necessary or appropriate under the blue sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the filing of a registration statement pursuant to clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required in other circumstances or for additional or different securities following the Distribution Date, the Company may similarly temporarily suspend the exercisability of the Rights until such time as that registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effective.

Reservation and Availability of Common Stock. The Company -------------------------------------------- covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock, or any authorized and issued shares of Common Stock held in its treasury, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Rights; providedRights and, howeverafter the occurrence of an event specified in Sections 11 and 13, that the Company need not shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to be issued upon permit the exercise in full of the Rights in accordance with Section 11(a)(ii) until the occurrence of a Section 11(a)(ii) Event; and provided, further, that if pursuant to Section 11(a)(iii), the Company makes provision to substitute alternative consideration for some or all of the shares of Common Stock which may be required to be issued upon exercise of the Rights, the Company shall be required to reserve and keep available only the number of shares of Common Stock, if any, that may then be required to be issued upon exercise of the Rightsthis Agreement. So long as the shares of Common Stock (and, after the occurrence of an event specified in Sections 11 and 13, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or included on any over-the-counter market reporting systemexchange, the 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 or included on such reporting system upon official notice of issuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock (and, following the occurrence of a Triggering Event, any and/or other equity securities) securities delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (or such other equity securities), subject to payment of the Purchase Price), be duly and validly authorized, authorized and issued and fully paid and nonassessablenonassessable shares or securities. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Common Stock (or and/or other securities, as the case may be) securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person Person other than, or in respect of the issuance or delivery of the shares of Common Stock (or and/or other securities, as the case may be) securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Common Stock (or Stock, and/or other securities, as the case may be) securities in a name other than that of the registered holder upon the exercise of any Rights, Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Act"), with respect to any the securities purchasable upon exercise of the Rights, (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 ActAct and the rules and regulations thereunder) until the earlier expiration of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration DateRights. The Company shall will also use its best efforts to qualify or register the securities purchasable upon exercise of the Rights take such action as may be necessary or appropriate under the blue sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the filing of a registration statement pursuant to clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required in other circumstances or for additional or different securities following the Distribution Date, the Company may similarly temporarily suspend the exercisability of the Rights until such time as that registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effective.

Reservation and Availability of Common Stock. The Company ------------------------------------------ covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock, or any authorized and issued shares of Common Stock held in its treasury, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Rights; providedRights and, howeverafter the occurrence of an event specified in Section 11, that the Company need not shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to be issued upon permit the exercise in full of the Rights in accordance with Section 11(a)(ii) until the occurrence of a Section 11(a)(ii) Event; and provided, further, that if pursuant to Section 11(a)(iii), the Company makes provision to substitute alternative consideration for some or all of the shares of Common Stock which may be required to be issued upon exercise of the Rights, the Company shall be required to reserve and keep available only the number of shares of Common Stock, if any, that may then be required to be issued upon exercise of the Rightsthis Agreement. So long as the shares of Common Stock (and, after the occurrence of an event specified in Section 11, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or included on any over-the-counter market reporting systemexchange, the 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 or included on such reporting system upon official notice of issuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock, Common Stock (and, following the occurrence of a Triggering Event, any and/or other equity securities) securities delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (or such other equity securities), subject to payment of the Purchase Price), be duly and validly authorized, authorized and issued and fully paid and nonassessablenonassessable shares or securities. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Common Stock (or and/or other securities, as the case may be) securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or in respect of the issuance or delivery of the shares of Common Stock (or and/or other securities, as the case may be) securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Common Stock (or and/or other securities, as the case may be) securities in a name other than that of the registered holder upon the exercise of any Rights, Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Act with respect to any securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also use its best efforts to qualify or register the securities purchasable upon exercise of the Rights as may be necessary or appropriate under the blue sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the filing of a registration statement pursuant to clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required in other circumstances or for additional or different securities following the Distribution Date, the Company may similarly temporarily suspend the exercisability of the Rights until such time as that registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effective.17

Reservation and Availability of Common Stock. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock, or any authorized and issued shares of Common Stock held in its treasury, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Rights; providedRights and, howeverafter the occurrence of an event specified in Section 11, that the Company need not shall so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to be issued upon permit the exercise in full of the Rights in accordance with Section 11(a)(ii) until the occurrence of a Section 11(a)(ii) Event; and provided, further, that if pursuant to Section 11(a)(iii), the Company makes provision to substitute alternative consideration for some or all of the shares of Common Stock which may be required to be issued upon exercise of the Rights, the Company shall be required to reserve and keep available only the number of shares of Common Stock, if any, that may then be required to be issued upon exercise of the Rightsthis Agreement. So long as the shares of Common Stock (and, after the occurrence of an event specified in Section 11, any other securities) issuable upon the exercise of the Rights may be listed on any national securities exchange or included on any over-the-counter market reporting systemexchange, the 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 or included on such reporting system upon official notice of issuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Common Stock, Common Stock (and, following the occurrence of a Triggering Event, any and/or other equity securities) securities delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares or other securities (or such other equity securities), subject to payment of the Purchase Price), be duly and validly authorized, authorized and issued and fully paid and nonassessablenonassessable shares or securities. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any certificates for shares of Common Stock (or and/or other securities, as the case may be) securities upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a person other than, or in respect of the issuance or delivery of the shares of Common Stock (or and/or other securities, as the case may be) securities in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates for shares of Common Stock (or and/or other securities, as the case may be) securities in a name other than that of the registered holder upon the exercise of any Rights, Rights until such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933 (the "Act"), with respect to any the securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier date of (A) the date as expiration of which the Rights are no longer exercisable for such securities and (B) the Expiration Daterights provided by Section 11(a)(ii). The Company shall will also use its best efforts to qualify or register the securities purchasable upon exercise of the Rights take such action as may be necessary or appropriate under the blue sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the filing of a registration statement pursuant to clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required in other circumstances or for additional or different securities following the Distribution Date, the Company may similarly temporarily suspend the exercisability of the Rights until such time as that registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effective.

Reservation and Availability of Common Stock. The Company covenants and agrees that it will cause to be reserved and kept available available, out of its authorized and unissued shares of Common Stock, Stock or any its authorized and issued shares of Common Stock held in its treasury, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Rights; provided, however, that the Company need not Warrants. For so reserve and keep available shares of Common Stock which may be required to be issued upon exercise of the Rights in accordance with Section 11(a)(ii) until the occurrence of a Section 11(a)(ii) Event; and provided, further, that if pursuant to Section 11(a)(iii), the Company makes provision to substitute alternative consideration for some or all of the shares of Common Stock which may be required to be issued upon exercise of the Rights, the Company shall be required to reserve and keep available only the number of shares of Common Stock, if any, that may then be required to be issued upon exercise of the Rights. So long as the shares of Common Stock issuable upon the exercise of the Rights Warrants may be listed on any national securities exchange or included on any over-the-counter market reporting systemthe NASDAQ National Market, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, cause all shares reserved for such issuance to be listed on such exchange or included on such reporting system upon official notice of issuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure insure that all shares of Common Stock (and, following the occurrence of a Triggering Event, any other equity securities) delivered upon the exercise of Rights Warrants shall, at the time of delivery of the certificates for such shares (or such other equity securities), subject to payment of the Purchase Exercise Price), be duly and validly authorized, authorized and issued and fully paid and nonassessablenonassessable shares. THE COMPANY FURTHER COVENANTS AND AGREES THAT IT WILL, BY POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT OR OTHERWISE, FILE A registration statement (the "Shelf Registration") on an appropriate form pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act") or any similar rule that may be adopted by the Securities and Exchange Commission with respect to THE ISSUANCE OF WARRANT SHARES UPON EXERCISE OF THE WARRANTS IN ACCORDANCE WITH THE TERMS HEREOF, AND WILL use its best efforts to cause the Shelf Registration to be AND REMAIN EFFECTIVE DURING ALL PERIODS PRIOR TO THE EXPIRATION DATE IN WHICH THE MARKET PRICE PER SHARE OF THE COMMON STOCK, AS ESTABLISHED ON THE PRINCIPAL TRADING MARKET THEREFOR, SHALL EXCEED THE EXERCISE PRICE. The Company further covenants and agrees that it will pay when due and payable payable, any and all federal Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Warrant Certificates or of any certificates for shares of Common Stock (or other securities, as the case may be) shares upon the exercise of RightsWarrants. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Rights Warrant Certificates to a person other than, or in respect of the issuance or delivery of the shares of certificates for Common Stock (or other securities, as the case may be) in a name other than that of, of the registered holder of the Rights Certificates Warrant Certificate evidencing Rights Warrants surrendered for exercise or to issue or deliver any certificates for shares of Common Stock (or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights, Warrants until any such tax shall have been paid (any such tax being payable by the holder of such Rights Warrant Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. The Company shall use its best efforts to (i) file, as soon as practicable following the Distribution Date, a registration statement on an appropriate form under the Act with respect to any securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also use its best efforts to qualify or register the securities purchasable upon exercise of the Rights as may be necessary or appropriate under the blue sky laws of the various states. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days after the filing of a registration statement pursuant to clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended and shall issue a public announcement at such time as the suspension is no longer in effect. In addition, if the Company shall determine that a registration statement is required in other circumstances or for additional or different securities following the Distribution Date, the Company may similarly temporarily suspend the exercisability of the Rights until such time as that registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, the exercise thereof shall not otherwise be permitted under applicable law or a registration statement shall not have been declared effective.