Common Stock to be Reserved. The Corporation shall at all times reserve and keep available out of its authorized Common Stock, solely for purposes of issuance upon the exchange of CN Exchangeable Shares (as defined in the Combination Agreement, dated as of December 18, 1999 (the "Combination Agreement"), by and among CN, Burlington Northern Santa Fe Corporation, the Corporation, North American Railways, Inc. and Western Merger Sub, Inc.), such number of shares of Common Stock as shall then be issuable upon the conversion of (i) all outstanding CN Exchangeable Shares and (ii) all CN Exchangeable Shares that are issuable upon the exercise of all outstanding rights to acquire CN Exchangeable Shares.
Common Stock to be Reserved. The Corporation will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issue upon the conversion of Series A Preferred Stock as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of all outstanding Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, free from preemptive or similar rights on the part of the holders of any shares of capital stock or securities of the Corporation, and free from all liens and charges with respect to the issue thereof; and without limiting the generality of the foregoing, the Corporation covenants that it will from time to time take all such action as may be requisite to assure that the par value, if any, per share of the Common Stock is at all times equal to or less than the then effective Conversion Price. The Corporation will take all such action as may be necessary to assure that such shares of Common Stock may be so issued without violation by the Corporation of any applicable law or regulation or agreement, or of any requirements of any domestic securities exchange upon which the Series A Preferred Stock or Common Stock may be listed. Without limiting the foregoing, the Corporation will take all such action as may be necessary to assure that, upon conversion of any of the Series A Preferred Stock, an amount equal to the lesser of (i) the par value of each share of Common Stock outstanding immediately prior to such conversion, or (ii) the Conversion Price shall be credited to the Corporation’s stated capital account for each share of Common Stock issued upon such conversion, and that, if Section 7(k)(i) above is applicable, the balance of the Conversion Price of Series A Preferred Stock converted shall be credited to the Corporation’s capital surplus account. If at any time the Corporation should not have a sufficient number of authorized shares of Common Stock to issue upon conversion of all then outstanding shares of Series A Preferred Stock or the shares of Series A Preferred Stock issuable upon exercise of outstanding options, rights or warrants to purchase Series A Preferred Stock, the Corporation covenants to take all steps necessary to amend its Certificate of Incorporation to increase the number of shares of authorized Common Stock to the extent necessary.
