Common use of Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock Clause in Contracts

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy conversion of the Notes from time to time as such Notes are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes would be converted by a single Holder). Before taking any action that would cause an adjustment increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, the Company will take all corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that may be issued upon conversion of Notes shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder). The Company shall use its commercially reasonable efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes Securities from time to time as such Notes Securities are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes would be converted by a single Holder)conversion. Before taking any action that which would cause an adjustment increasing the Conversion Rate to an amount that would cause reducing the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the NotesSecurities, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that which may be issued upon conversion of Notes Securities shall be newly issued shares or treasury Treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder)adverse claim. The Company shall use its commercially reasonable efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes Securities on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rightsreserve, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy conversion or redemption (pursuant to the Physical Settlement or the Combination Settlement) of the Notes Securities from time to time as such Notes Securities are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes Securities would be converted by or redeemed on behalf of a single Holder). Before taking any action that would cause an adjustment increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, the Company will take all corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that may be issued upon conversion or redemption (pursuant to the Physical Settlement or the Combination Settlement) of Notes Securities shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder). The Company shall use its commercially reasonable efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion or redemption (pursuant to the Physical Settlement or the Combination Settlement) of Notes Securities to be designated for quotation or listing, subject to notice of issuance, on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes Securities from time to time as such Notes Securities are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes Securities would be converted held by a single Holder). Before taking any action that would cause an adjustment increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the NotesSecurities, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that may be issued upon conversion of Notes Securities shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder). The Company shall use its commercially reasonable efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes Securities on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, provide out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes from time to time as such Notes are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes would be converted by a single Holder)conversion. Before taking any action that which would cause an adjustment increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue such shares of such Common Stock at such adjusted Conversion PriceRate. The Company covenants that all shares of Common Stock that which may be issued upon conversion of Notes shall will upon issue be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights nonassessable by the Company and free from any taxall taxes, lien or charge (other than those created by Liens and charges with respect to the Holder)issue thereof. The Company further covenants that, prior to the issuance of any Common Stock hereunder, it shall use its commercially reasonable efforts to list or cause to have quoted any shares of the Common Stock to be issued upon conversion of Notes listed on each the Nasdaq National Market or any national securities exchange or over-the-counter or other domestic market on which the automated quotation system. The Company covenants to use its commercially reasonable efforts to list such Common Stock is then listed issuable upon conversion of the Notes in accordance with the requirements of such market, exchange or quotedautomated quotation system at such time.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes Securities from time to time as such Notes Securities are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes would be converted by a single Holder)conversion. Before taking any action that which would cause an adjustment increasing the Conversion Rate to an amount that would cause reducing the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the NotesSecurities, the Company will take all corporate action that which may, in the opinion of its qualified counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that which may be issued upon conversion of Notes Securities shall be newly issued shares or treasury Treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder)adverse claim. The Company shall use its commercially reasonable efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes Securities on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes Securities from time to time as such Notes Securities are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes Securities would be converted held by a single Holder). Before taking any action that would cause an adjustment increasing the Conversion Rate to an amount that would cause reducing the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the NotesSecurities, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that may be issued upon conversion of Notes Securities shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder)adverse claim. The Company shall use its commercially reasonable efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes Securities on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy conversion of the Notes Securities from time to time as such Notes Securities are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes Securities would be converted by a single Holder). Before taking any action that would cause an adjustment increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the NotesSecurities, the Company will take all corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that may be issued upon conversion of Notes Securities shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder). The Company shall use its commercially reasonable efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes Securities on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes from time to time as such Notes are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes would be converted held by a single Holder). Before taking any action that would cause an adjustment increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that may be issued upon conversion of Notes shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder)adverse claim. The Company shall use its commercially reasonable efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes Securities from time to time as such Notes Securities are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes Securities would be converted held by a single Holder). Before taking any action that which would cause an adjustment increasing the Conversion Rate to an amount that would cause reducing the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the NotesSecurities, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that which may be issued upon conversion of Notes Securities shall be newly issued shares or treasury Treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder)adverse claim. The Company shall use its commercially reasonable efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes Securities on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasuryshares, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes Securities from time to time as such Notes Securities are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes Securities would be converted held by a single Holder). Before taking any action that which would cause an adjustment increasing the Conversion Rate to an amount that would cause reducing the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the NotesSecurities, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that which may be issued upon conversion of Notes Securities shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder)adverse claim. The Company shall use its commercially reasonable efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes Securities on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes from time to time as such Notes are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes would be converted by a single Holder)conversion. Before taking any action that which would cause an adjustment increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion PriceRate. The Company covenants that all shares of Common Stock that which may be issued upon conversion of Notes shall will upon issue be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights by the Company and free from any taxall taxes, lien or charge (other than those created by liens and charges with respect to the Holder)issue thereof. The Company shall use its commercially reasonable efforts to list or cause to have quoted covenants that, if any shares of Common Stock to be issued upon provided for the purpose of conversion of Notes on each national securities exchange hereunder require registration with or over-the-counter approval of any governmental authority under any federal or state law or the laws of any other domestic market on which applicable jurisdiction before such shares may be validly issued upon conversion, the Common Stock is Company will in good faith and as expeditiously as possible, to the extent then listed permitted by the rules and interpretations of the Commission (or quotedany successor thereto), endeavor to secure such registration or approval, as the case may be.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or 66 shares held in treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes Securities from time to time as such Notes Securities are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes Securities would be converted held by a single Holder). Before taking any action that would cause an adjustment increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the NotesSecurities, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that may be issued upon conversion of Notes Securities shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder). The Company shall use its commercially reasonable efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes Securities on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes Securities from time to time as such Notes Securities are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes would be converted by a single Holder)conversion. Before taking any action that which would cause an adjustment increasing the Conversion Rate to an amount that would cause reducing the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the NotesSecurities, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that which may be issued upon conversion of Notes Securities shall be newly issued shares or treasury Treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder)adverse claim. The Company shall use its commercially reasonable best efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes Securities on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy conversion of the Notes from time to time as such Notes are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes would be converted by a single Holder). Before taking any action that would cause an adjustment increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, the Company will take all corporate action that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that may be issued upon conversion of Notes shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder). The Company shall use its commercially reasonable efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, provide out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes from time to time as such Notes are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes would be converted by a single Holder)conversion. Before taking any action that which would cause an adjustment increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue such shares of such Common Stock at such adjusted Conversion PriceRate. The Company covenants that all shares of Common Stock that which may be issued upon conversion of, or in payment of interest in respect of, Notes shall will upon issue be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights nonassessable by the Company and free from any taxall taxes, lien or charge (other than those created by liens and charges with respect to the Holder)issue thereof. The Company further covenants that, prior to the issuance of any Common Stock hereunder, it shall use its commercially reasonable efforts to list or cause to have quoted any shares of the Common Stock to be issued upon conversion of Notes listed on each the Nasdaq National Market or any national securities exchange or over-the-counter or other domestic market on which the automated quotation system. The Company covenants to use its commercially reasonable efforts to list such Common Stock is then listed issuable upon conversion of, or quotedin payment of interest in respect of, the Notes in accordance with the requirements of such market, exchange or automated quotation system at such time.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, provide out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes from time to time as such Notes are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes would be converted by a single Holder)conversion. Before taking any action that which would cause an adjustment increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue such shares of such Common Stock at such adjusted Conversion PriceRate. The Company covenants that all shares of Common Stock that which may be issued upon conversion of Notes shall will upon issue be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights nonassessable by the Company and free from any taxall taxes, lien or charge (other than those created by liens and charges with respect to the Holder)issue thereof. The Company further covenants that, prior to the issuance of any Common Stock hereunder, it shall use its commercially reasonable efforts to list or cause to have quoted any shares of the Common Stock to be issued upon conversion of Notes listed on each the Nasdaq National Market or any national securities exchange or over-the-counter or other domestic market on which the automated quotation system. The Company covenants to use its commercially reasonable efforts to list such Common Stock is then listed issuable upon conversion of the Notes in accordance with the requirements of such market, exchange or quotedautomated quotation system at such time.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Beginning on the date of filing of an amendment to the Company’s certificate of incorporation increasing the number of authorized shares of Common Stock, the Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes Securities from time to time as such Notes Securities are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes would be converted by a single Holder)conversion. Before taking any action that which would cause an adjustment increasing the Conversion Rate to an amount that would cause reducing the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the NotesSecurities, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock that which may be issued upon conversion of Notes Securities shall be newly issued shares or treasury Treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien Lien or charge (other than those created by the Holder)adverse claim. The Company shall use its commercially reasonable efforts to list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes Securities on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares shares, or out of shares held in its treasury, sufficient shares of Common Stock to satisfy provide for the conversion of the Notes Debentures from time to time as such Notes Debentures are presented for conversion (assuming that, at the time of the computation of such number of shares or securities, all such Notes would be converted by a single Holder)conversion. Before taking any action that which would cause an adjustment increasing reducing the Conversion Rate to an amount that would cause the Conversion Price to be reduced conversion price below the then par value, if any, of the shares of Common Stock issuable upon conversion of the NotesDebentures, the Company will take all corporate action that which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Priceconversion price. The Company covenants that all shares of Common Stock that which may be issued upon conversion of Notes shall Debentures will upon issue be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights nonassessable by the Company and free from any taxall taxes, lien or charge (other than those created by liens and charges with respect to the Holder)issue thereof. The Company shall use its commercially reasonable efforts to list or cause to have quoted covenants that if any shares of Common Stock to be provided for the purpose of conversion of Debentures hereunder require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued upon conversion, the Company will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. The Company further covenants that if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange the Company will, if permitted by the rules of such exchange, list and keep listed so long as the Common Stock shall be so listed on such exchange, all Common Stock issuable upon conversion of Notes on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quotedDebentures.