Common use of Company Covenants Concerning Securities and Rights Clause in Contracts

Company Covenants Concerning Securities and Rights. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Series A Preferred Stock (and, following the occurrence of an event which would establish the Distribution Date, out of its authorized and unissued shares of its Class A Common Stock and/or other securities) the number of shares of Series A Preferred Stock (and, following the occurrence of an event which would establish the Distribution Date, Class A Common Stock and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it will take all actions as may be necessary to ensure that all shares of Series A Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price and all applicable taxes and charges), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any shares of Series A Preferred Stock upon the exercise of Rights. The Company shall not, however, be required to pay any tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the shares of Series A Preferred Stock in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for shares of Series A Preferred Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax or charge being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax is due. If the Company determines that registration under the Securities Act is required, then the Company shall use its reasonable best efforts to (i) file, as soon as practicable following the first occurrence of an event which would establish the Distribution Date and the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act 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 Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company may temporarily suspend, for a period not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating, and notify the Rights Agent, that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such actions as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. 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, or an exemption therefrom shall be available, and until a registration statement has been declared effective. The Company will notify the Rights Agent in writing of the jurisdictions in which Rights shall not be exercisable pursuant to the preceding sentence.

Company Covenants Concerning Securities and Rights. The Company covenants and agrees that that: (a) So long as the Common Shares issuable upon the exercise of the Rights may be listed on a national securities exchange, it will cause shall endeavor to cause, from and after such time as the Rights become exercisable, all securities reserved for issuance upon the exercise of Rights to be reserved and kept available out listed on such exchange upon official notice of its authorized and unissued shares of Series A Preferred Stock issuance. (and, following the occurrence of an event which would establish the Distribution Date, out of its authorized and unissued shares of its Class A Common Stock and/or other securitiesb) the number of shares of Series A Preferred Stock (and, following the occurrence of an event which would establish the Distribution Date, Class A Common Stock and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it will It shall take all actions such action as may be necessary to ensure that all shares of Series A Preferred Stock Common Shares and/or other securities delivered upon exercise of Rights shallRights, at the time of delivery of the certificates for such shares securities shall be (subject to payment of the Purchase Price and all applicable taxes and charges), be Price) duly and validly authorized and issued and issued, fully paid and nonassessable sharessecurities. The Company further covenants and agrees that it will (c) It shall 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 Rights Right Certificates or and of any shares of Series A Preferred Stock certificates representing securities issued upon the exercise of Rights. The Company shall not; provided, however, that the Company shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Right Certificates to a Person person other than, or the issuance or delivery of certificates or depositary receipts for representing securities issued upon the shares exercise of Series A Preferred Stock Rights in a name other than that of, the registered holder of the Rights Right Certificate evidencing Rights surrendered for exercise exercise, or to issue or to deliver any certificates or depositary receipts for shares of Series A Preferred Stock representing securities issued 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 Rights Right Certificate at the time of surrender) or until it has been established to the Company’s 's reasonable satisfaction that no such tax is due. If the Company determines that registration under the Securities Act is required, then the Company (d) It shall use its reasonable best efforts to (i) fileto file on an appropriate form, as soon as practicable following the later of the first occurrence of an event which would establish the Distribution Date and the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a) hereof, a Triggering Event or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act with respect to the securities purchasable issuable upon exercise of the Rights on an appropriate formRights, (ii) to cause such registration statement to become effective as soon as practicable after such filing filing, and (iii) 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 (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company shall also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period not to exceed ninety (90) days of time after the date set forth in clause (i) of the first sentence of this paragraphSection 9(d), the exercisability of the Rights in order to prepare and file such registration statement and to permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating, and notify the Rights Agent, stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The In addition, if the Company will also take such actions as may shall determine that a registration statement should be appropriate under, filed under the Securities Act or to ensure compliance withany state securities laws following the Distribution Date, the securities or “blue sky” laws of the various states in connection with Company may temporarily suspend the exercisability of the RightsRights in each relevant jurisdiction until such time as a registration statement has been declared effective and, 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 anything in this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction, unless jurisdiction if the requisite registration or qualification in such jurisdiction shall not have been obtained, effected or an exemption therefrom shall be available, and until a registration statement has been declared effective. The Company will notify the Rights Agent in writing exercise of the jurisdictions in which Rights shall not be exercisable permitted under applicable law. (e) Notwithstanding anything in this Agreement to the contrary, after the Distribution Date it shall not, except as permitted by Section 23 or Section 26 hereof, take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will eliminate or otherwise diminish the benefits intended to be afforded by the Rights. 7 11 (f) In the event that the Company is obligated to issue other securities of the Company and/or pay cash pursuant to Sections 11, 13 or 14 hereof, it shall make all arrangements necessary so that such other securities and/or cash are available for distribution by the preceding sentenceRights Agent, if and when appropriate. Section 10.

Company Covenants Concerning Securities and Rights. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Series A Preferred Stock (and, following the occurrence of an event which would establish the Distribution Date, out of its authorized and unissued shares of its Class A Common Stock and/or other securities) the number of shares of Series A Preferred Stock (and, following the occurrence of an event which would establish the Distribution Date, Class A Common Stock and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it will take all actions as may be necessary to ensure that all shares of Series A Preferred Stock delivered upon the exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price and all applicable taxes and charges), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any shares of Series A Preferred Stock upon the exercise of Rights. The Company shall not, however, be required to pay any tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the shares of Series A Preferred Stock in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for shares of Series A Preferred Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax or charge being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax is due. If the Company determines that registration under the Securities Act is required, then the Company shall use its reasonable best efforts to (i) file, as soon as practicable following the first occurrence of an event which would establish the Distribution Date and the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act 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 Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company may temporarily suspend, for a period not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating, and notify the Rights Agent, that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such actions action as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. 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, or an exemption therefrom shall be available, and until a registration statement has been declared effective. The Company will notify the Rights Agent in writing of the jurisdictions in which Rights shall not be exercisable pursuant to the preceding sentence.

Company Covenants Concerning Securities and Rights. The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Series A Preferred Stock (and, following the occurrence of an event which would establish the Distribution Date, out of its authorized and unissued shares of its Class A Common Stock and/or other securities) the number of shares of Series A Preferred Stock (and, following the occurrence of an event which would establish the Distribution Date, Class A Common Stock and/or other securities) that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof. The Company covenants and agrees that it will take all actions such action as may be necessary to ensure that all shares of Series A Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price and all applicable taxes and charges), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any shares of Series A Preferred Stock upon the exercise of Rights. The Company shall not, however, be required to pay any tax or charge which may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the shares of Series A Preferred Stock in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for shares of Series A Preferred Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax or charge being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax is due. If the Company determines that registration under the Securities Act is required, then the Company shall use its reasonable best efforts to (i) file, as soon as practicable following the first occurrence of an event which would establish the Distribution Date and the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act 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 Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company may temporarily suspend, for a period not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this paragraph, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating, and notify the Rights Agent, that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The Company will also take such actions action as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the exercisability of the Rights. 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, or an exemption therefrom shall be available, and until a registration statement has been declared effective. The Company will notify the Rights Agent in writing of the jurisdictions in which Rights shall not be exercisable pursuant to the preceding sentence.

Company Covenants Concerning Securities and Rights. The Company covenants and agrees that it that: It will cause to be reserved and kept available out of its authorized and unissued shares of Series A Preferred Stock (andShares or any Preferred Shares held in its treasury, following the occurrence of an event which would establish the Distribution Date, out of its authorized and unissued shares of its Class A Common Stock and/or other securities) the a number of shares of Series A Preferred Stock (and, following the occurrence of an event which would establish the Distribution Date, Class A Common Stock and/or other securities) Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7 hereof7. The Company covenants So long as the Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) issuable upon the exercise of the Rights may be listed on a national securities exchange, or quoted on Nasdaq, it will endeavor to cause, from and agrees that it after such time as the Rights become exercisable, all securities reserved for issuance upon the exercise of Rights to be listed on such exchange, or quoted on Nasdaq, upon official notice of issuance upon such exercise. It will take all actions such action as may be necessary to ensure that all shares Preferred Shares (and, following the occurrence of Series A Preferred Stock a Triggering Event, Common Shares and/or other securities) delivered upon exercise of Rights shallRights, at the time of delivery of the certificates for such shares securities, will be (subject to payment of the Purchase Price and all applicable taxes and charges)Price) duly authorized, be duly and validly authorized and issued and issued, fully paid and nonassessable sharessecurities. The Company further covenants and agrees that it 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 Rights Right Certificates or and of any shares of Series A Preferred Stock certificates representing securities issued upon the exercise of Rights. The Company shall not; provided, however, that the Company will not be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Rights Right Certificates to a Person person other than, or the issuance or delivery of certificates or depositary receipts for representing securities issued upon the shares exercise of Series A Preferred Stock Rights in a name other than that of, the registered holder of the Rights Right Certificate evidencing Rights surrendered for exercise exercise, or to issue or to deliver any certificates or depositary receipts for shares of Series A Preferred Stock representing securities issued upon the exercise of any Rights until any such tax shall have or charge has been paid (any such tax or charge being payable by the holder of such Rights Right Certificate at the time of surrender) or until it has been established to the Company’s 's reasonable satisfaction that no such tax is due. If the Company determines that registration under the Securities Act is required, then the Company shall It will use its reasonable best efforts to (i) fileto file on an appropriate form, as soon as practicable following the first occurrence later of an event which would establish the Distribution Share Acquisition Date and the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with Section 11(a) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement under the Securities Act with respect to the securities purchasable issuable upon exercise of the Rights on an appropriate formRights, (ii) to cause such registration statement to become effective as soon as practicable after such filing filing, and (iii) 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 (A) the date as of which the Rights are no longer exercisable for such securities and (B) the Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercisability of the Rights. The Company may temporarily suspend, for a period not to exceed ninety (90) days of time after the date set forth in clause (i) of the first sentence of this paragraphSection 9(e), the exercisability of the Rights in order to prepare and file such registration statement and to permit it to become effective. Upon any such suspension, the Company shall will issue a public announcement stating, and notify the Rights Agent, stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement and notification to the Rights Agent at such time as the suspension is no longer in effect. The In addition, if the Company will also take such actions as may determines that a registration statement should be appropriate under, filed under the Securities Act or to ensure compliance withany state securities laws following the Distribution Date, the securities or “blue sky” laws of the various states in connection with Company may temporarily suspend the exercisability of the RightsRights in each relevant jurisdiction until such time as a registration statement has been declared effective and, upon any such suspension, the Company will 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 anything in this Agreement to the contrary, the Rights shall will not be exercisable in any jurisdiction, unless jurisdiction if the requisite registration or qualification in such jurisdiction shall have has not been obtained, effected or an exemption therefrom shall be available, and until a registration statement has been declared effective. The Company will notify the exercise of the Rights Agent is not permitted under applicable law. Notwithstanding anything in writing this Agreement to the contrary, after the later of the jurisdictions in which Rights shall Share Acquisition Date and the Distribution Date it will not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will eliminate or otherwise diminish the benefits intended to be exercisable afforded by the Rights. In the event that the Company is obligated to issue other securities of the Company and/or pay cash pursuant to Section 11, 13, 14 or 24 it will make all arrangements necessary so that such other securities and/or cash are available for distribution by the preceding sentenceRights Agent, if and when appropriate.