Common use of Reservation and Availability of Shares Clause in Contracts

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company further covenants and agrees that it will, from and after the Distribution Date, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to Section 12(a)(2). (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereof) or until it has been established to the Company's satisfaction that no such tax is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its Common Shares that have been authorized and unissued Preferred Shares by the Company's shareholders but are unissued, or any Preferred Shares that are held in its the Company's treasury, the a number of Preferred Common Shares that will be sufficient to permit the exercise in full of all of the outstanding Rights. (b) The Company further covenants and agrees that it willIn the event that, from and after notwithstanding Section 9(a), the Distribution Date, cause to be reserved and kept available out number of its authorized and unissued Common Shares or any and Common Shares held in its treasury, the number of Common Shares of the Company that will be Company's treasury is not sufficient to permit the exercise in full of all of the outstanding Rights, including the exercise in full of all of the outstanding Rights if adjusted pursuant following any adjustment under Section 11, at any time after the Distribution Date, the Company shall promptly (i) file an amendment to Section 12(a)(2)the Company's articles of incorporation which creates the Preferred Shares and authorizes a number of Preferred Shares that, together with authorized and unissued Common Shares and Common Shares held in the Company's treasury, is sufficient to permit the exercise in full of all of the outstanding Rights and (ii) make the Preferred Shares available in place of Common Shares to permit the exercise of the Rights. Under such circumstances, all rights and obligations of the Company and the Rights Agent with respect to the Common Shares shall apply with respect to Preferred Shares. (c) Unless the Common Shares of the Company have been theretofore listed on the NYSE or another national securities exchange, the Company shall, as soon as practicable following the Distribution Date, use its best efforts to cause transactions in the Rights to be quoted in the National Association of Securities Dealers Inc. Automated Quotation System ("NASDAQ") and, if Preferred Shares or other securities are to be made available in place of Common Shares to be issued upon exercise of the Rights, shall use its best efforts, as soon as practicable after the Rights become exercisable, to cause transactions in the Preferred Shares or other securities issuable upon exercise of the Rights to be quoted in NASDAQ. In the event that the Common Shares are listed on the NYSE or another national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all Common Shares (or Preferred Shares or other securities) reserved for such issuance upon exercise of the Rights to be listed on the NYSE or such other exchange upon official notice of issuance. (d) The Company shall (i) prepare and file, as soon as practicable following the occurrence of a Shares Acquisition Date, a registration statement under the Securities Act of 1933 (the "Securities Act") on an appropriate form with respect to the Rights and the securities purchasable upon exercise of the Rights, (ii) use its best efforts to cause such registration statement to become effective as soon as practicable after such filing, and (iii) use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the exercise of all of the Rights, the Expiration Date, or the Final Expiration Date. The Company will also take such action as may be appropriate to comply with the securities laws of each state in which holders of the Rights reside. The 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 such registration statement. Upon any such suspension, the Company shall issue a public announcement and notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, and the Company shall issue a public announcement and notice to the Rights Agent at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction in which any requisite registration or qualification has not been obtained or any requisite notice of exemption has not been filed. (e) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Common Shares (or Preferred Shares or Common Shares of the Company issued other securities) delivered upon exercise of Rights shall (subject to payment of the Purchase Price) are, at the time of delivery of the certificates representing any such Preferred Shares therefor (subject to payment of the Purchase Price or Common Shares be the Exercise Price, as the case may be), duly authorized, and validly authorized and issued, fully paid and nonassessable. , freely tradeable, free and clear of any liens, encumbrances or other adverse claims, and not subject to any rights of call or first refusal. (f) The Company further covenants and agrees that it will pay pay, when due and payable payable, any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance issuance, delivery, or delivery transfer of the Right Certificates or of any Preferred Common Shares (or depositary receipts thereforPreferred Shares or other securities) or Common Shares upon exercise of the Company upon the exercise of Rights. The Company shall not, however, be required (i) to pay any transfer tax which that may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance any issuance, delivery, or delivery transfer of certificates or depositary receipts for the Preferred Shares or Common Shares of (or Preferred Share or other securities, as the Company upon exercise of Rights evidenced by Right Certificates case may be) in a name other than that of, the registered holder of the Right Certificate evidencing the Rights surrendered for transfer or exercise or (ii) to issue or deliver any certificates for a number of Common Shares (or depositary receipts for Preferred Shares or Common Shares of the Company other securities) upon the exercise of any Rights until any such tax shall have has been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereof) or until it has been established to the Company's satisfaction that no such tax is due. Any such tax shall be payable by the holder of such Right Certificate at the time of surrender. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The Rights in accordance with Section 8; provided, however, that the Company further covenants will not be required to reserve and agrees that it will, from and after the Distribution Date, cause to be reserved and kept keep available out of its authorized and unissued Common Shares or any Common Preferred Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to the adjustments set forth in Section 12(a)(2). (c12(a)(ii) or Section 14 until such time as the Rights become exercisable pursuant to such adjustments. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 that may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereof) or until it has been established to the Company's satisfaction that no such tax is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company further covenants and agrees that it will, from and after the Distribution Date, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to Section 12(a)(2). (c) . The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rightsa Right. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than than, that of, of the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereof) or until it has been established to the Company's satisfaction that no such tax is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company further covenants and agrees that it will, from and after the Distribution Date, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to Section 12(a)(2). (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 Right Rights Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Rights Certificates in a name other than that of, the registered holder of the Right Rights Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender thereof) or until it has been established to the Company's satisfaction that no such tax is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The ; provided, however, that the Company further covenants will not be required to reserve and agrees that it will, from and after the Distribution Date, cause to be reserved and kept keep available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be other securities sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to the adjustments set forth in Section 12(a)(2). (c12(a)(ii) or Section 14 until such time as the Rights become exercisable pursuant to such adjustments. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereof) or until it has been established to the Company's satisfaction that no such tax is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasuryShares, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company further covenants and agrees that it will, from and after the Distribution Date, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasuryShares, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to Section 12(a)(2). (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereof) or until it has been established to the Company's satisfaction that no such tax is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, treasury the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) Rights in accordance with Section 8. The Company further covenants and agrees that it will, from and after the Distribution Date, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to Section 12(a)(212(a)(ii). (c) . The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall shall, at the time of delivery of the certificate for such Preferred Shares or Common Shares of the Company (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares ), be duly authorized, validly issued, 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 Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The 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 in respect of the issuance or delivery of certificates certificates, Ownership Statements or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates certificates, Ownership Statements or depositary receipts for Preferred Shares or Common Shares of the Company 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 thereof) or until it has been established to the Company's satisfaction that no such tax or charge is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) . The Company further covenants and agrees that it will, from and after the Distribution Date, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to Section 12(a)(212(a)(ii). (c) . The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 that may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which or charge that may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company 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 thereof) or until it has been established to the Company's ’s or the Rights Agent’s reasonable satisfaction that no such tax or charge is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will shall use its best efforts to at all times cause to be reserved and kept available out of its authorized and unissued shares of Preferred Shares or any Preferred Shares held in its treasuryStock, Common Stock and/or other securities, as the case may be, the number of shares of Preferred Shares that Stock, Common Stock and/or other securities, as the case may be, that, as provided in this Agreement, will be sufficient to permit the exercise in full of all outstanding Rights. (b) The In the event that there shall not be sufficient shares of Preferred Stock, Common Stock and/or other securities, as the case may be, issued but not outstanding or authorized but unissued to permit the exercise or exchange of Rights in accordance with Section 7 and Section 16, the Company further covenants and agrees that it willwill take all such action as may be necessary to authorize additional Preferred Stock, from and after Common Stock and/or other securities, as the Distribution Datecase may be, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit for issuance upon the exercise in full or exchange of all outstanding Rights if adjusted pursuant to Section 12(a)(2)7 and Section 16; PROVIDED, HOWEVER, that if the Company is unable to cause the authorization of additional shares of Preferred Stock, Common Stock and/or other securities, as the case may be, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution Date to which it is a party, (A) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing Preferred Stock, Common Stock and/or other securities, as the case may be, and requiring payment therefor, (B) upon due exercise of a Right and payment of the Purchase Price due and payable with respect to each Right which is exercised, distribute a combination of Preferred Stock, Common Stock, cash and/or other equity securities and/or debt securities having an aggregate value equal to the value of the Preferred Stock, Common Stock and/or other securities, as the case may be, which otherwise would have been issuable pursuant to Section 7 or Section 16. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in effect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full. (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Shares Stock and/or Common Stock or Common Shares of the Company issued other securities delivered upon exercise of Rights shall shall, at the time of delivery of the certificates for such shares of Preferred Stock or Common Stock or other securities (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares ), be duly authorized, and validly issued, authorized and issued and fully paid and nonassessable. nonassessable shares. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Shares (Stock and/or Common Stock or depositary receipts therefor) or Common Shares of other securities, as the Company case may be, upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary depository receipts for shares of Preferred Stock and/or Common Stock or other securities, as the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates case may be, in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary depository receipts for shares of Preferred Shares Stock and/or Common Stock or Common Shares of other securities, as the Company case may be, upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereofsurrender) or until it has been established to the Company's satisfaction that no such tax is due. (de) So long as the shares of Preferred Stock, Common Shares Stock and/or other securities, as the case may be, issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or quoted on NASDAQ, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities shares reserved for such issuance to be listed on such exchange or quoted on NASDAQ upon official notice of issuance upon of such exercise. (f) The Company shall, unless an appropriate exemption from the provisions of the Act is available, use its best efforts (i) to file, as soon as practicable following the Stock Acquisition Date or at such earlier date as may be required by law, as the case may be, 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 promulgated by the Securities Exchange Commission thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the expiration of the Rights. The Company will also take such action as may be appropriate to ensure compliance with the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the first sentence of this Section 9(f), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective; provided, however, that no such suspension shall remain effective after, and the Rights without any further action by the Company or any other Person become exercisable immediately upon, the effectiveness of such 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 (x) unless and until the registration statement under the Act referred to above shall have been declared effective by the Securities and Exchange Commission, (y) in any jurisdiction, unless and until any requisite state securities or "blue sky" qualification in such jurisdiction shall have been obtained, and (z) in a jurisdiction in which the exercise of such Right shall not then be permitted under applicable law.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will shall use its best efforts to at all times cause to be reserved and kept available out of its authorized and unissued shares of Preferred Shares or any Preferred Shares held in its treasuryStock, Common Stock and/or other securities, as the case may be, the number of shares of Preferred Shares that Stock, Common Stock and/or other securities, as the case may be, that, as provided in this Agreement, will be sufficient to permit the exercise in full of all outstanding Rights. (b) The In the event that there shall not be sufficient shares of Preferred Stock, Common Stock and/or other securities, as the case may be, issued but not outstanding or authorized but unissued to permit the exercise or exchange of Rights in accordance with Section 7 and Section 16, the Company further covenants and agrees that it willwill take all such action as may be necessary to authorize additional Preferred Stock, from and after Common Stock and/or other securities, as the Distribution Datecase may be, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit for issuance upon the exercise in full or exchange of all outstanding Rights if adjusted pursuant to Section 12(a)(2)7 and Section 16; provided, however, that if the Company is unable to cause the authorization of additional shares of Preferred Stock, Common Stock and/or other securities, as the case may be, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution Date to which it is a party, (A) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing Preferred Stock, Common Stock and/or other securities, as the case may be, and requiring payment therefor, (B) upon due exercise of a Right and payment of the Purchase Price due and payable with respect to each Right which is exercised, distribute a combination of Preferred Stock, Common Stock, cash and/or other equity securities and/or debt securities having an aggregate value equal to the value of the Preferred Stock, Common Stock and/or other securities, as the case may be, which otherwise would have been issuable pursuant to Section 7 or Section 16. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in effect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full. (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Shares Stock and/or Common Stock or Common Shares of the Company issued other securities delivered upon exercise of Rights shall shall, at the time of delivery of the certificates for such shares of Preferred Stock or Common Stock or other securities (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares ), be duly authorized, and validly issued, authorized and issued and fully paid and nonassessable. nonassessable shares. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Shares (Stock and/or Common Stock or depositary receipts therefor) or Common Shares of other securities, as the Company case may be, upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary depository receipts for shares of Preferred Stock and/or Common Stock or other securities, as the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates case may be, in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary depository receipts for shares of Preferred Shares Stock and/or Common Stock or Common Shares of other securities, as the Company case may be, upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereofsurrender) or until it has been established to the Company's satisfaction that no such tax is due. (de) So long as the shares of Preferred Stock, Common Shares Stock and/or other securities, as the case may be, issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or quoted on NASDAQ, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities shares reserved for such issuance to be listed on such exchange or quoted on NASDAQ upon official notice of issuance upon of such exercise. (f) The Company shall, unless an appropriate exemption from the provisions of the Act is available, use its best efforts (i) to file, as soon as practicable following the Stock Acquisition Date or at such earlier date as may be required by law, as the case may be, 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 promulgated by the Securities and Exchange Commission thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the expiration of the Rights. The Company will also take such action as may be appropriate to ensure compliance with the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the first sentence of this Section 9(f), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective; provided, however, that no such suspension shall remain effective after, and the Rights without any further action by the Company or any other Person become exercisable immediately upon, the effectiveness of such 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 (x) unless and until the registration statement under the Act referred to above shall have been declared effective by the Securities and Exchange Commission, (y) in any jurisdiction, unless and until any requisite state securities or "blue sky" qualification in such jurisdiction shall have been obtained, and (z) in a jurisdiction in which the exercise of such Right shall not then be permitted under applicable law.

Reservation and Availability of Shares. (a) The Company -------------------------------------- covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company further covenants and agrees that it will, from and after the Distribution Date, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to Section 12(a)(2). (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 governmental charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The 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 in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company 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 thereof) or until it has been established to the Company's satisfaction that no such tax or charge is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The Rights in accordance with Section 8; provided, however, that the Company further covenants will not be required to reserve and agrees that it will, from and after the Distribution Date, cause to be reserved and kept keep available out of its authorized and unissued Common Shares or any Common Preferred Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to the adjustments set forth in Section 12(a)(2). (c12(a)(ii) or Section 14 until such time as the Rights become exercisable pursuant to such adjustments. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereof) or until it has been established to the Company's satisfaction that no such tax is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.holder

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares Shares, free from preemptive rights or any Preferred Shares held in its treasuryright of first refusal, the a number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company further covenants and agrees that it will, from and after the Distribution Date, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted in accordance with Section 7 hereof. (b) In the event that there shall not be sufficient Preferred Shares authorized but unissued to permit the exercise or exchange of Rights in accordance with Section 11 or 24 hereof, as the case may be, the Company covenants and agrees that it will take all such action as may be necessary to authorize additional Preferred Shares for issuance upon the exercise or exchange of Rights pursuant to Section 12(a)(2)11 or 24 hereof, as the case may be; provided, however, that if the Company is unable to cause the authorization of additional Preferred Shares, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution Date to which it is a party, (i) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing Preferred Shares and requiring payment therefor, (ii) upon due exercise of a Right and payment of the Purchase Price for each Preferred Share as to which such Right is exercised, issue equity securities having a value equal to the value of the Preferred Shares which otherwise would have been issuable pursuant to Section 11 or 24 hereof, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of the Company, or (iii) upon due exercise of a Right and payment of the Purchase Price for each Preferred Share as to which such Right is exercised, distribute a combination of Preferred Shares, cash and/or other equity and/or debt securities having an aggregate value equal to the value of the Preferred Shares which otherwise would have been issuable pursuant to Section 11 or 24 hereof, which value shall be determined by a nationally recognized investment banking firm selected by the Board of Directors of the Company. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in effect prior to the Distribution Date to which it is a party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full. (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise or Common Shares exchange of Rights shall, at the time of delivery of the Company issued upon exercise of Rights shall certificates for such Preferred Shares (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares ), be duly authorized, and validly issued, authorized and issued and fully paid and nonassessable. . (d) So long as the Preferred Shares issuable upon the exercise or exchange of Rights may be listed on any national securities exchange or automated quotations system of a registered national securities association on which the Preferred Shares may from time to time be listed, traded or quoted, the Company covenants and agrees that it will use reasonable efforts to cause, from and after such time as the Rights become exercisable or exchangeable, all Preferred Shares reserved for such issuance to be listed on such exchange or approved for quotation in such quotation system, upon official notice of issuance upon such exercise. (e) The Company further covenants and agrees agrees, subject to the provisions of this Agreement, that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or depositary receipts therefor) Ordinary Shares or Common Shares of the Company other securities upon the exercise or exchange of the Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Ordinary Shares of or other securities, as the Company upon exercise of Rights evidenced by Right Certificates case may be, in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer exercise or exercise exchange or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Ordinary Shares of or other securities, as the Company case may be, upon the exercise or exchange of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereofsurrender) or until it has been established to the Company's satisfaction that no such tax is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The Rights in accordance with Section 8; provided, however, that the Company further covenants will not be required to reserve and agrees that it will, from and after the Distribution Date, cause to be reserved and kept keep available out of its authorized and unissued Common Shares or any Common Preferred Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to the adjustments set forth in Section 12(a)(2). (c12(a)(ii) or Section 14 until such time as the Rights become exercisable pursuant to such adjustments. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 governmental charges which that may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which or charge that may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company 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 thereof) or until it has been established to the Company's satisfaction that no such tax or charge is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all an outstanding Rights. (b) Rights in accordance with Section 8. The Company further covenants and agrees that it will, from and after the Distribution Date, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to Section 12(a)(2). (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued or delivered upon exercise of Rights shall shall, at the time of delivery of the certificate for such Preferred Shares or Common Shares of the Company (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares ), be duly authorized, and validly issued, authorized and 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 Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise exchange or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereofsurrender) or until it has been established to the Company's satisfaction that no such tax is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will shall use its best efforts to at all times cause to be reserved and kept available out of its authorized and unissued shares of Preferred Shares or any Preferred Shares held in its treasuryStock, Common Stock and/or other securities, as the case may be, the number of shares of Preferred Shares that Stock, Common Stock and/or other securities, as the case may be, that, as provided in this Agreement, will be sufficient to permit the exercise in full of all outstanding Rights. (b) The In the event that there shall not be sufficient shares of Preferred Stock, Common Stock and/or other securities, as the case may be, issued but not outstanding or authorized but unissued to permit the exercise or exchange of Rights in accordance with SECTION 7 and SECTION 16, the Company further covenants and agrees that it willwill take all such action as may be necessary to authorize additional Preferred Stock, from Common Stock and/or other securities, as the case may be, for issuance upon the exercise or exchange of Rights pursuant to SECTION 7 and after SECTION 16; PROVIDED, HOWEVER, that if the Company is unable to cause the authorization of additional shares of Preferred Stock, Common Stock and/or other securities, as the case may be, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution DateDate to which it is a party, cause (A) upon surrender of a Right, pay cash equal to be reserved the Purchase Price in lieu of issuing Preferred Stock, Common Stock and/or other securities, as the case may be, and kept available out requiring payment therefor, (B) upon due exercise of its authorized a Right and unissued payment of the Purchase Price due and payable with respect to each Right which is exercised, distribute a combination of Preferred Stock, Common Shares Stock, cash and/or other equity securities and/or debt securities having an aggregate value equal to the value of the Preferred Stock, Common Stock and/or other securities, as the case may be, which otherwise would have been issuable pursuant to SECTION 7 or SECTION 16. To the extent that any Common Shares held legal or contractual restrictions (pursuant to agreements or instruments in its treasuryeffect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the number of Common Shares Company shall pay to holders of the Company that will be sufficient Rights as to permit the exercise which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full of all outstanding Rights if adjusted pursuant to Section 12(a)(2)full. (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Shares Stock and/or Common Stock or Common Shares of the Company issued other securities delivered upon exercise of Rights shall shall, at the time of delivery of the certificates for such shares of Preferred Stock or Common Stock or other securities (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares ), be duly authorized, and validly issued, authorized and issued and fully paid and nonassessable. nonassessable shares. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Shares (Stock and/or Common Stock or depositary receipts therefor) or Common Shares of other securities, as the Company case may be, upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary depository receipts for shares of Preferred Stock and/or Common Stock or other securities, as the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates case may be, in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary depository receipts for shares of Preferred Shares Stock and/or Common Stock or Common Shares of other securities, as the Company case may be, upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereofsurrender) or until it has been established to the Company's satisfaction that no such tax is due. (de) So long as the shares of Preferred Stock, Common Shares Stock and/or other securities, as the case may be, issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or quoted on NASDAQ, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities shares reserved for such issuance to be listed on such exchange or quoted on NASDAQ upon official notice of issuance upon of such exercise. (f) The Company shall, unless an appropriate exemption from the provisions of the Act is available, use its best efforts (i) to file, as soon as practicable following the Stock Acquisition Date or at such earlier date as may be required by law, as the case may be, 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 promulgated by the Securities Exchange Commission thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the expiration of the Rights. The Company will also take such action as may be appropriate to ensure compliance with the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the first sentence of this SECTION 9(f), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective; PROVIDED, HOWEVER, that no such suspension shall remain effective after, and the Rights without any further action by the Company or any other Person become exercisable immediately upon, the effectiveness of such 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 (x) unless and until the registration statement under the Act referred to above shall have been declared effective by the Securities and Exchange Commission, (y) in any jurisdiction, unless and until any requisite state securities or "blue sky" qualification in such jurisdiction shall have been obtained, and (z) in a jurisdiction in which the exercise of such Right shall not then be permitted under applicable law.

Reservation and Availability of Shares. (a) The Company -------------------------------------- covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) . The Company further covenants and agrees that it will, from and after the Distribution Date, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to Section 12(a)(212(a)(ii). (c) . The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereof) or until it has been established to the Company's reasonable satisfaction that no such tax is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) . The Company further covenants and agrees that it will, from and after the Distribution Date, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to Section 12(a)(212(a)(ii). (c) . The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereof) or until it has been established to the Company's reasonable satisfaction that no such tax is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The Rights in accordance with Section 8; provided, however, that the Company further covenants will not be required to reserve and agrees that it will, from and after the Distribution Date, cause to be reserved and kept keep available out of its authorized and unissued Common Shares or any Common Preferred Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to the adjustments set forth in Section 12(a)(2). (c12(a)(ii) or Section 14 until such time as the Rights become exercisable pursuant to such adjustments. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall will (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 that may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which or charge that may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company 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 thereof) or until it has been established to the Company's satisfaction that no such tax or charge is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will shall use its best efforts to at all times cause to be reserved and kept available out of its authorized and unissued shares of Preferred Shares or any Preferred Shares held in its treasuryStock, Common Stock and/or other securities, as the case may be, the number of shares of Preferred Shares that Stock, Common Stock and/or other securities, as the case may be, that, as provided in this Agreement, will be sufficient to permit the exercise in full of all outstanding Rights. (b) The In the event that there shall not be sufficient shares of Preferred Stock, Common Stock and/or other securities, as the case may be, issued but not outstanding or authorized but unissued to permit the exercise or exchange of Rights in accordance with Section 7 and Section 16, the Company further covenants and agrees that it willwill take all such action as may be necessary to authorize additional Preferred Stock, from and after Common Stock and/or other securities, as the Distribution Datecase may be, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit for issuance upon the exercise in full or exchange of all outstanding Rights if adjusted pursuant to Section 12(a)(2)7 and Section 16; provided, however, that if the Company is unable to cause the authorization of additional shares of Preferred Stock, Common Stock and/or other securities, as the case may be, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution Date to which it is a party, (A) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing Preferred Stock, Common Stock and/or other securities, as the case may be, and requiring payment therefor, (B) upon due exercise of a Right and payment of the Purchase Price due and payable with respect to each Right which is exercised, distribute a combination of Preferred Stock, Common Stock, cash and/or other equity securities and/or debt securities having an aggregate value equal to the value of the Preferred Stock, Common Stock and/or other securities, as the case may be, which otherwise would have been issuable pursuant to Section 7 or Section 16. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in effect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full. (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Shares Stock and/or Common Stock or Common Shares of the Company issued other securities delivered upon exercise of Rights shall shall, at the time of delivery of the certificates for such shares of Preferred Stock or Common Stock or other securities (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares ), be duly authorized, and validly issued, authorized and issued and fully paid and nonassessable. nonassessable shares. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Shares (Stock and/or Common Stock or depositary receipts therefor) or Common Shares of other securities, as the Company case may be, upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary depository receipts for shares of Preferred Stock and/or Common Stock or other securities, as the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates case may be, in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary depository receipts for shares of Preferred Shares Stock and/or Common Stock or Common Shares of other securities, as the Company case may be, upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereofsurrender) or until it has been established to the Company's satisfaction that no such tax is due. (de) So long as the shares of Preferred Stock, Common Shares Stock and/or other securities, as the case may be, issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or quoted on NASDAQ, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities shares reserved for such issuance to be listed on such exchange or quoted on NASDAQ upon official notice of issuance upon of such exercise. (f) The Company shall, unless an appropriate exemption from the provisions of the Act is available, use its best efforts (i) to file, as soon as practicable following the Stock Acquisition Date or at such earlier date as may be required by law, as the case may be, 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 promulgated by the Securities Exchange Commission thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the expiration of the Rights. The Company will also take such action as may be appropriate to ensure compliance with the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the first sentence of this Section 9(f), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective; provided, however, that no such suspension shall remain effective after, and the Rights without any further action by the Company or any other Person become exercisable immediately upon, the effectiveness of such 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 (x) unless and until the registration statement under the Act referred to above shall have been declared effective by the Securities and Exchange Commission, (y) in any jurisdiction, unless and until any requisite state securities or "blue sky" qualification in such jurisdiction shall have been obtained, and (z) in a jurisdiction in which the exercise of such Right shall not then be permitted under applicable law.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company further covenants and agrees that it will, from and after the Distribution Date, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to Section 12(a)(2). (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, 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 Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The 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 in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company 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 thereof) or until it has been established to the Company's satisfaction that no such tax or charge is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will shall use its best efforts to at all times cause to be reserved and kept available out of its authorized and unissued shares of Preferred Shares or any Preferred Shares held in its treasuryStock, Common Stock and/or other securities, as the case may be, the number of shares of Preferred Shares that Stock, Common Stock and/or other securities, as the case may be, that, as provided in this Agreement, will be sufficient to permit the exercise in full of all outstanding Rights. (b) The In the event that there shall not be sufficient shares of Preferred Stock, Common Stock and/or other securities, as the case may be, issued but not outstanding or authorized but unissued to permit the exercise or exchange of Rights in accordance with Section 7 and Section 16, the Company further covenants and agrees that it willwill take all such action as may be necessary to authorize additional Preferred Stock, from and after Common Stock and/or other securities, as the Distribution Datecase may be, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit for issuance upon the exercise in full or exchange of all outstanding Rights if adjusted pursuant to Section 12(a)(2)7 and Section 16; provided, however, that if the Company is unable to cause the authorization of additional shares of Preferred Stock, Common Stock and/or other securities, as the case may be, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution Date to which it is a party, (A) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing Preferred Stock, Common Stock and/or other securities, as the case may be, and requiring payment therefor, (B) upon due exercise of a Right and payment of the Purchase Price due and payable with respect to each Right which is exercised, distribute a combination of Preferred Stock, Common Stock, cash and/or other equity securities and/or debt securities having an aggregate value equal to the value of the Preferred Stock, Common Stock and/or other securities, as the case may be, which otherwise would have been issuable pursuant to Section 7 or Section 16. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in effect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full. (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Shares Stock and/or Common Stock or Common Shares of the Company issued other securities delivered upon exercise of Rights shall shall, at the time of delivery of the certificates for such shares of Preferred Stock or Common Stock or other securities (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares ), be duly authorized, and validly issued, authorized and issued and fully paid and nonassessable. nonassessable shares. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Shares (Stock and/or Common Stock or depositary receipts therefor) or Common Shares of other securities, as the Company case may be, upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary depository receipts for shares of Preferred Stock and/or Common Stock or other securities, as the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates case may be, in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary depository receipts for shares of Preferred Shares Stock and/or Common Stock or Common Shares of other securities, as the Company case may be, upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereofsurrender) or until it has been established to the Company's ’s satisfaction that no such tax is due. (de) So long as the shares of Preferred Stock, Common Shares Stock and/or other securities, as the case may be, issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or quoted by FINRA, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities shares reserved for such issuance to be listed on such exchange or quoted by FINRA upon official notice of issuance upon of such exercise. (f) The Company shall, unless an appropriate exemption from the provisions of the Act is available, use its best efforts (i) to file, as soon as practicable following the Stock Acquisition Date or at such earlier date as may be required by law, as the case may be, 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 promulgated by the Securities Exchange Commission thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the expiration of the Rights. The Company will also take such action as may be appropriate to ensure compliance with the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the first sentence of this Section 9(f), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective; provided, however, that no such suspension shall remain effective after, and the Rights without any further action by the Company or any other Person become exercisable immediately upon, the effectiveness of such 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 (x) unless and until the registration statement under the Act referred to above shall have been declared effective by the Securities and Exchange Commission, (y) in any jurisdiction, unless and until any requisite state securities or “blue sky” qualification in such jurisdiction shall have been obtained, and (z) in a jurisdiction in which the exercise of such Right shall not then be permitted under applicable law.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will shall use its best efforts to at all times cause to be reserved and kept available out of its authorized and unissued shares of Preferred Shares or any Preferred Shares held in its treasuryStock, Common Stock and/or other securities, as the case may be, the number of shares of Preferred Shares that Stock, Common Stock and/or other securities, as the case may be, that, as provided in this Agreement, will be sufficient to permit the exercise in full of all outstanding Rights. (b) The In the event that there shall not be sufficient shares of Preferred Stock, Common Stock and/or other securities, as the case may be, issued but not outstanding or authorized but unissued to permit the exercise or exchange of Rights in accordance with Section 7 and Section 16, the Company further covenants and agrees that it willwill take all such action as may be necessary to authorize additional Preferred Stock, from and after Common Stock and/or other securities, as the Distribution Datecase may be, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit for issuance upon the exercise in full or exchange of all outstanding Rights if adjusted pursuant to Section 12(a)(2)7 and Section 16; provided, however, that if the Company is unable to cause the authorization of additional shares of Preferred Stock, Common Stock and/or other securities, as the case may be, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution Date to which it is a party, (A) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing Preferred Stock, Common Stock and/or other securities, as the case may be, and requiring payment therefor, (B) upon due exercise of a Right and payment of the Purchase Price due and payable with respect to each Right which is exercised, distribute a combination of Preferred Stock, Common Stock, cash and/or other equity securities and/or debt securities having an aggregate value equal to the value of the Preferred Stock, Common Stock and/or other securities, as the case may be, which otherwise would have been issuable pursuant to Section 7 or Section 16. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in effect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full. (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Shares Stock and/or Common Stock or Common Shares of the Company issued other securities delivered upon exercise of Rights shall shall, at the time of delivery of the certificates for such shares of Preferred Stock or Common Stock or other securities (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares ), be duly authorized, and validly issued, authorized and issued and fully paid and nonassessable. nonassessable shares. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Shares (Stock and/or Common Stock or depositary receipts therefor) or Common Shares of other securities, as the Company case may be, upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary depository receipts for shares of Preferred Stock and/or Common Stock or other securities, as the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates case may be, in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary depository receipts for shares of Preferred Shares Stock and/or Common Stock or Common Shares of other securities, as the Company case may be, upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereofsurrender) or until it has been established to the Company's ’s satisfaction that no such tax is due. (de) So long as the shares of Preferred Stock, Common Shares Stock and/or other securities, as the case may be, issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or quoted by FINRA or on any other automated quotation service, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities shares reserved for such issuance to be listed on such exchange or quoted upon official notice of issuance upon of such exercise. (f) The Company shall, unless an appropriate exemption from the provisions of the Act is available, use its best efforts (i) to file, as soon as practicable following the Stock Acquisition Date or at such earlier date as may be required by law, as the case may be, 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 promulgated by the Securities Exchange Commission thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the expiration of the Rights. The Company will also take such action as may be appropriate to ensure compliance with the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the first sentence of this Section 9(f), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective; provided, however, that no such suspension shall remain effective after, and the Rights without any further action by the Company or any other Person become exercisable immediately upon, the effectiveness of such 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 (x) unless and until the registration statement under the Act referred to above shall have been declared effective by the Securities and Exchange Commission, (y) in any jurisdiction, unless and until any requisite state securities or “blue sky” qualification in such jurisdiction shall have been obtained, and (z) in a jurisdiction in which the exercise of such Right shall not then be permitted under applicable law.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will shall use its best efforts to at all times cause to be reserved and kept available out of its authorized and unissued shares of Preferred Shares or any Preferred Shares held in its treasuryStock, Common Stock and/or other securities, as the case may be, the number of shares of Preferred Shares that Stock, Common Stock and/or other securities, as the case may be, that, as provided in this Agreement, will be sufficient to permit the exercise in full of all outstanding Rights. (b) The In the event that there shall not be sufficient shares of Preferred Stock, Common Stock and/or other securities, as the case may be, issued but not outstanding or authorized but unissued to permit the exercise or exchange of Rights in accordance with SECTION 7 and SECTION 16, the Company further covenants and agrees that it willwill take all such action as may be necessary to authorize additional Preferred Stock, from Common Stock and/or other securities, as the case may be, for issuance upon the exercise or exchange of Rights pursuant to SECTION 7 and after SECTION 16; PROVIDED, HOWEVER, that if the Company is unable to cause the authorization of additional shares of Preferred Stock, Common Stock and/or other securities, as the case may be, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution DateDate to which it is a party, cause (A) upon surrender of a Right, pay cash equal to be reserved the Purchase Price in lieu of issuing Preferred Stock, Common Stock and/or other securities, as the case may be, and kept available out requiring payment therefor, (B) upon due exercise of its authorized a Right and unissued payment of the Purchase Price due and payable with respect to each Right which is exercised, distribute a combination of Preferred Stock, Common Shares Stock, cash and/or other equity securities and/or debt securities having an aggregate value equal to the value of the Preferred Stock, Common Stock and/or other securities, as the case may be, which otherwise would have been issuable pursuant to SECTION 7 or SECTION 16. To the extent that any Common Shares held legal or contractual restrictions (pursuant to agreements or instruments in its treasuryeffect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the number of Common Shares Company shall pay to holders of the Company that will be sufficient Rights as to permit the exercise which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full of all outstanding Rights if adjusted pursuant to Section 12(a)(2)full. (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Shares Stock and/or Common Stock or Common Shares of the Company issued other securities delivered upon exercise of Rights shall shall, at the time of delivery of the certificates for such shares of Preferred Stock or Common Stock or other securities (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares ), be duly authorized, and validly issued, authorized and issued and fully paid and nonassessable. nonassessable shares. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Shares (Stock and/or Common Stock or depositary receipts therefor) or Common Shares of other securities, as the Company case may be, upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary depository receipts for shares of Preferred Stock and/or Common Stock or other securities, as the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates case may be, in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary depository receipts for shares of Preferred Shares Stock and/or Common Stock or Common Shares of other securities, as the Company case may be, upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereofsurrender) or until it has been established to the Company's satisfaction that no such tax is due. (de) So long as the shares of Preferred Stock, Common Shares Stock and/or other securities, as the case may be, issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or quoted on NASDAQ, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities shares reserved for such issuance to be listed on such exchange or quoted on NASDAQ upon official notice of issuance upon of such exercise. (f) The Company shall, unless an appropriate exemption from the provisions of the Act is available, use its best efforts (i) to file, as soon as practicable following the Stock Acquisition Date or at such earlier date as may be required by law, as the case may be, 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 promulgated by the Securities Exchange Commission thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the expiration of the Rights. The Company will also take such action as may be appropriate to ensure compliance with the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the first sentence of this SECTION 9(f), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective; provided, however, that no such suspension shall remain effective after, and the Rights without any further action by the Company or any other Person become exercisable immediately upon, the effectiveness of such 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 (x) unless and until the registration statement under the Act referred to above shall have been declared effective by the Securities and Exchange Commission, (y) in any jurisdiction, unless and until any requisite state securities or "blue sky" qualification in such jurisdiction shall have been obtained, and (z) in a jurisdiction in which the exercise of such Right shall not then be permitted under applicable law.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any authorized and issued Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The So long as the Common or Preferred Shares and, following the time that a Person becomes an Acquiring Person, other securities, as the case may be, issuable upon the exercise of Rights may be listed on any national securities exchange or automated quotation system, the Company further covenants and agrees that it willshall use its best efforts to cause, from and after such time as the Distribution DateRights become exercisable, cause all shares reserved for such issuance to be reserved and kept available out listed on such exchange or automated quotation system upon official notice of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to Section 12(a)(2)issuance upon such exercise. (c) If necessary to permit the issuance of Common or Preferred 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 or Preferred Shares and, following the time that a Person becomes an Acquiring Person, other securities, as the case may be, 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 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 Preferred Shares or Common Shares of the Company issued delivered upon exercise of Rights shall shall, at the time of delivery of the certificates for such Preferred Shares or Common Shares (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares ), be duly authorized, and validly issued, authorized and issued and fully paid and nonassessable. nonassessable shares. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which that may be payable in respect of any transfer or delivery of Right Certificates to a Person person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereofsurrender) or until it has been established to the Company's satisfaction that no such tax is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will shall use its best efforts to at all times cause to be reserved and kept available out of its authorized and unissued shares of Preferred Shares or any Preferred Shares held in its treasuryStock, Common Stock and/or other securities, as the case may be, the number of shares of Preferred Shares that Stock, Common Stock and/or other securities, as the case may be, that, as provided in this Agreement, will be sufficient to permit the exercise in full of all outstanding Rights. (b) The In the event that there shall not be sufficient shares of Preferred Stock, Common Stock and/or other securities, as the case may be, issued but not outstanding or authorized but unissued to permit the exercise or exchange of Rights in accordance with Section 7 and Section 16, the Company further covenants and agrees that it willwill take all such action as may be necessary to authorize additional Preferred Stock, from and after Common Stock and/or other securities, as the Distribution Datecase may be, cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company that will be sufficient to permit for issuance upon the exercise in full or exchange of all outstanding Rights if adjusted pursuant to Section 12(a)(2)7 and Section 16; PROVIDED, HOWEVER, that if the Company is unable to cause the authorization of additional shares of Preferred Stock, Common Stock and/or other securities, as the case may be, then the Company shall, or in lieu of seeking any such authorization, the Company may, to the extent necessary and permitted by applicable law and any agreements or instruments in effect prior to the Distribution Date to which it is a party, (A) upon surrender of a Right, pay cash equal to the Purchase Price in lieu of issuing Preferred Stock, Common Stock and/or other securities, as the case may be, and requiring payment therefor, (B) upon due exercise of a Right and payment of the Purchase Price due and payable with respect to each Right which is exercised, distribute a combination of Preferred Stock, Common Stock, cash and/or other equity securities and/or debt securities having an aggregate value equal to the value of the Preferred Stock, Common Stock and/or other securities, as the case may be, which otherwise would have been issuable pursuant to Section 7 or Section 16. To the extent that any legal or contractual restrictions (pursuant to agreements or instruments in effect prior to the Distribution Date to which it is party) prevent the Company from paying the full amount payable in accordance with the foregoing sentence, the Company shall pay to holders of the Rights as to which such payments are being made all amounts which are not then restricted on a pro rata basis as such payments become permissible under such legal or contractual restrictions until such payments have been paid in full. (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Shares Stock and/or Common Stock or Common Shares of the Company issued other securities delivered upon exercise of Rights shall shall, at the time of delivery of the certificates for such shares of Preferred Stock or Common Stock or other securities (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares ), be duly authorized, and validly issued, authorized and issued and fully paid and nonassessable. nonassessable shares. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Shares (Stock and/or Common Stock or depositary receipts therefor) or Common Shares of other securities, as the Company case may be, upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer involved in the transfer or delivery of Right Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary depository receipts for shares of Preferred Stock and/or Common Stock or other securities, as the Preferred Shares or Common Shares of the Company upon exercise of Rights evidenced by Right Certificates case may be, in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary depository receipts for shares of Preferred Shares Stock and/or Common Stock or Common Shares of other securities, as the Company case may be, upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender thereofsurrender) or until it has been established to the Company's satisfaction that no such tax is due. (de) So long as the shares of Preferred Stock, Common Shares Stock and/or other securities, as the case may be, issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchangeexchange or quoted on NASDAQ, the Company shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities shares reserved for such issuance to be listed on such exchange or quoted on NASDAQ upon official notice of issuance upon of such exercise. (f) The Company shall, unless an appropriate exemption from the provisions of the Act is available, use its best efforts (i) to file, as soon as practicable following the Stock Acquisition Date or at such earlier date as may be required by law, as the case may be, 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 promulgated by the Securities Exchange Commission thereunder) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the expiration of the Rights. The Company will also take such action as may be appropriate to ensure compliance with the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set forth in clause (i) of the first sentence of this Section 9(f), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective; PROVIDED, HOWEVER, that no such suspension shall remain effective after, and the Rights without any further action by the Company or any other Person become exercisable immediately upon, the effectiveness of such 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 (x) unless and until the registration statement under the Act referred to above shall have been declared effective by the Securities and Exchange Commission, (y) in any jurisdiction, unless and until any requisite state securities or "blue sky" qualification in such jurisdiction shall have been obtained, and (z) in a jurisdiction in which the exercise of such Right shall not then be permitted under applicable law.

Reservation and Availability of Shares. (a) The Company OCA covenants and agrees that it will use its reasonable best efforts to cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights. (b) The Company OCA further covenants and agrees that it will, from and after the Distribution Date, use its reasonable best efforts to cause to be reserved and kept available out of its authorized and unissued Common Shares or any Common Shares held in its treasury, the number of Common Shares of the Company OCA that will be sufficient to permit the exercise in full of all outstanding Rights if adjusted pursuant to Section 12(a)(212(a)(ii). (c) The Company OCA covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares or Common Shares of the Company OCA issued upon exercise of Rights shall (subject to payment of the Purchase Price) at the time of delivery of the certificates representing any such Preferred Shares or Common Shares be duly authorized, validly issued, fully paid and nonassessable. The Company OCA further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any Preferred Shares (or depositary receipts therefor) or Common Shares of the Company OCA upon the exercise of Rights. The Company OCA shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or in respect of the issuance or delivery of certificates or depositary receipts for the Preferred Shares or Common Shares of the Company OCA upon exercise of Rights evidenced by Right Rights Certificates in a name other than that of, the registered holder of the Right Rights Certificate evidencing Rights surrendered for transfer or exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares or Common Shares of the Company OCA upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender thereof) or until it has been established to the CompanyOCA's satisfaction that no such tax is due. (d) So long as the Common Shares issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange, the Company OCA shall use its best efforts to promptly cause, from and after such time as the Rights become exercisable, all Common Shares and other securities reserved for such issuance to be listed on such exchange upon official notice of issuance upon such exercise.