Common use of Company to Provide Stock Clause in Contracts

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, however, that nothing in this Section 1708 shall be deemed to affect in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article Seventeen. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, however, that nothing in this Section 1708 1508 shall be deemed to affect in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenFifteen. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued sharesshares of Capital Stock, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Capital Stock which are held in the treasury of the Company. If any shares of Common Capital Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 shall be deemed to affect in any way the obligations of the Company to convert Securities into Common Capital Stock as provided in this Article SeventeenArticle. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Capital Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable nonassessable shares of Common Capital Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Capital Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable nonassessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reservecovenants that it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued sharesshares of Common Stock or its issued shares of Common Stock held in its treasury, sufficient or both, for the purpose of effecting conversions of Securities, the full number of shares to provide for of Common Stock deliverable upon the conversion of convertible all outstanding Securities from time to time as such Securities are presented for conversionnot theretofore converted. For purposes of this Section 11.07, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect number of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in shall be deliverable upon the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of all outstanding Securities hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, however, that nothing in this Section 1708 shall be deemed to affect in any way computed as if at the obligations time of the Company to convert computation all outstanding Securities into Common Stock as provided in this Article Seventeenwere held by a single Holder. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, value (if any, ) of the shares of Common StockStock deliverable upon conversions of the Securities, the Company will take all any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all will endeavor to list the shares of Common Stock which may required to be issued delivered upon conversion of Securities will prior to such delivery upon issue be fully paid and non-assessable by each national securities exchange, if any, upon which the outstanding Common Stock is listed at the time of such delivery. Prior to the delivery of any securities which the Company shall be obligated to deliver upon conversion of the Securities, the Company will endeavor to comply with all federal and free state laws and regulations thereunder requiring the registration of preemptive rightssuch securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

Company to Provide Stock. The Company covenants that there shall reservebe reserved, from time to time, free from preemptive rights, out of its authorized but unissued sharesshares of Common Stock Series A, sufficient shares to provide for the conversion of convertible Securities the Debentures from time to time as such Securities Debentures are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock Series A to be reserved for the purpose of conversion of Securities Debentures hereunder require registration with or approval of of, or authorization by, any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration registration, approval or approvalauthorization, as the case may be; provided, however, that nothing in this Section 1708 shall be deemed to affect in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article Seventeen. Before taking any action which would cause an adjustment reducing the Conversion Price for the Debentures below the then par value, if any, of the Common StockStock Series A, the Company covenants that there will take be taken all corporate action which may, in the opinion of its counsel, be necessary in order that the Company there may be validly and legally issue issued fully paid and non-assessable shares of such Common Stock Series A at such adjusted Conversion Price. The Company covenants that all shares of Common Stock Series A which may be issued upon conversion of Securities Debentures will upon issue be duly authorized, validly issued, fully paid and non-assessable by the Company and free from all liens and charges with respect to the issue or delivery thereof. Such shares of preemptive rightsCommon Stock Series A will, upon issue, be listed on the NYSE or any other national securities exchange, NASDAQ or other quotation system on which shares of Common Stock Series A may then be listed or quoted.

Company to Provide Stock. The Company shall reserve, at all times reserve and keep available free from preemptive rights, out of its authorized but unissued sharesshares of capital stock, sufficient the full number of shares of capital stock to provide for the conversion of convertible Convertible Securities from time to time as such Convertible Securities are presented for conversion, ; provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Convertible Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock capital stock to be reserved for the purpose of conversion of Convertible Securities hereunder require registration with or approval of any governmental authority under any Federal federal or State state law or any action in respect of any stock exchange or similar listing before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration registration, approval or approvalaction, as the case may be; provided, however, that that, nothing in this Section 1708 4.08 shall be deemed to affect in any way the obligations of the Company to convert Convertible Securities into Common Stock as provided in this Article SeventeenFour. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate corporation action which may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Convertible Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The To the extent that the Company has sufficient authorized shares under its articles of incorporation, the Company shall reservefrom time to time as may be necessary, free from preemptive rights, reserve out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury a sufficient number of the Company. If any shares of Common Stock to be reserved for permit the purpose of conversion of Securities hereunder require registration the Notes in accordance with or approval of any governmental authority under any Federal or State law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, however, that nothing in this Section 1708 shall be deemed to affect in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenIndenture. Before taking any action which would cause an adjustment reducing 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 StockStock issuable upon conversion of the Notes, the Company will take all corporate action which may, in the opinion of its counsel (which may be internal counsel), be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion PriceRate. Any shares of Common Stock delivered upon conversion of the Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free of any lien or adverse claim. The Company shall list or cause to have quoted such shares of Common Stock on each national securities exchange or in the over-the-counter market or such other market on which the shares of Common Stock are then listed or quoted. The Company covenants that all that, if any shares of Common Stock which to be provided for the purpose of conversion of Notes 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 of Securities conversion, the Company will upon issue be fully paid in good faith and non-assessable as expeditiously as possible, to the extent then permitted by the Company rules and free interpretations of preemptive rightsthe SEC, endeavor to secure such registration or approval, as the case may be.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-non- assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities the Convertible Debentures from time to time as such Securities Convertible Debentures are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities Convertible Debentures by delivery of repurchased shares of CNF Common Stock which are held in the treasury of the Company. If any shares of CNF Common Stock to be reserved for the purpose of conversion of Securities Convertible Debentures hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 7.6 shall be deemed to affect in any way the obligations of the Company to convert Securities Convertible Debentures into CNF Common Stock as provided in this Article SeventeenVII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the CNF Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of CNF Common Stock at such adjusted Conversion Price. The Company covenants that all shares of CNF Common Stock which may be issued upon conversion of Securities Convertible Debentures will upon issue be fully paid and non-assessable by the Company and free of preemptive pre-emptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities the Notes from time to time as such Securities Notes are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities Notes by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities Notes hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use all reasonable efforts to secure such 69 77 registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities Notes will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities the Debentures from time to time as such Securities Debentures are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities Debentures by delivery of repurchased shares of Common Stock common stock which are held in the treasury of the Company. If any shares of Common Stock common stock to be reserved for the purpose of conversion of Securities Debentures hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use all reasonable efforts to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 11.09 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article Seventeen11. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stockcommon stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock common stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock common stock which may be issued upon conversion of Securities Debentures will upon issue be fully paid and non-non assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, howeverPROVIDED, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; provided, howeverPROVIDED, HOWEVER, that nothing in this Section 1708 12.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article Seventeen12. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-non- assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, provided that nothing contained herein in this Section 13.9 shall be -------- construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its reasonable efforts to secure such registration or approval, as the case may be; , provided, however, -------- ------- that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-non- assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserveshall, free prior to issuance of any Securities under this Article 9, and from preemptive rightstime to time as may be necessary, reserve out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury a sufficient number of the Company. If any shares of Common Stock to be reserved for permit the purpose of conversion of the Securities, assuming the Company elects the Settlement Method specified in Section 9.01(b)(i) or (iii). Any shares of Common Stock delivered upon conversion of the Securities hereunder require registration with shall be newly issued shares or approval treasury shares, shall be duly and validly issued and fully paid and nonassessable, and shall be free from preemptive rights and shall be free of any governmental authority under any Federal lien or State law before such shares may be validly issued or delivered upon conversion, then adverse claim created by the Company. The Company covenants that it will in good faith endeavor promptly to comply with all federal and as expeditiously as possible endeavor to secure such registration or approval, as state securities laws regulating the case may be; provided, however, that nothing in this Section 1708 shall be deemed to affect in any way the obligations offer and delivery of the Company to convert Securities into Common Stock as provided in this Article Seventeen. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par valueStock, if any, upon conversion of the Common StockSecurities, the Company if any, and will take all corporate action which may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable list or cause to have quoted such shares of Common Stock at on each national securities exchange or in the over-the-counter market or such adjusted Conversion Price. The Company covenants that all other market on which the shares of Common Stock which may are then principally listed or quoted. With respect to any Common Stock required to bear a Restricted Stock Legend, the shares of Common Stock distributed upon conversion will be issued upon conversion in physical certificated form, will not be held in book-entry form through the facilities of Securities will upon issue the Depositary and shall be fully paid treated as “restricted securities,” and non-assessable by the Company and free will affix, or will direct its transfer agent to affix the Restricted Stock Legend that is set forth in Exhibit C upon such shares of preemptive rightsCommon Stock.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion exchange of convertible Securities the Notes from time to time as such Securities Notes are presented for conversionexchange, provided, however, PROVIDED that nothing contained herein in this Section 14.09 shall be construed to preclude the Company from satisfying its obligations in respect of the conversion exchange of Securities Notes by delivery of repurchased shares of Common Stock common stock which are held in the treasury of the Company. If any shares of Common Stock common stock to be reserved for the purpose of conversion exchange of Securities Notes hereunder require registration with or approval of any governmental authority under any Federal or State applicable law before such shares may be validly issued or delivered upon conversionexchange, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its reasonable efforts to secure such registration or approval, as the case may be; provided, howeverPROVIDED, HOWEVER, that nothing in this Section 1708 14.09 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article Seventeen14. Before taking any action which would cause an adjustment reducing the Conversion Exchange Price below the then par value, if any, of the Common Stockcommon stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock common stock at such adjusted Conversion Exchange Price. The Company covenants that all shares of Common Stock common stock which may be issued upon conversion exchange of Securities Notes will upon issue be fully paid and non-non- assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to -------- preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; , provided, however, -------- ------- that nothing in this Section 1708 12.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-non- assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to -------- preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; , provided, however, -------- ------- that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-non- assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities the Debentures from time to time as such Securities Debentures are presented for conversion, provided, howeverPROVIDED, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities Debentures by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities Debentures hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, howeverPROVIDED, HOWEVER, that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities Debentures will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities the Debentures from time to time as such Securities Debentures are presented for conversion, provided, howeverPROVIDED, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities Debentures by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities Debentures hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, howeverPROVIDED, HOWEVER, that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities Debentures will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion exchange of convertible Securities the Notes from time to time as such Securities Notes are presented for conversionexchange, provided, however, provided that nothing contained herein in this Section 14.09 shall be construed to preclude the Company from satisfying its obligations in respect of the conversion exchange of Securities Notes by delivery of repurchased shares of Common Stock common stock which are held in the treasury of the Company. If any shares of Common Stock common stock to be reserved for the purpose of conversion exchange of Securities Notes hereunder require registration with or approval of any governmental authority under any Federal or State applicable law before such shares may be validly issued or delivered upon conversionexchange, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its reasonable efforts to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 14.09 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article Seventeen14. Before taking any action which would cause an adjustment reducing the Conversion Exchange Price below the then par value, if any, of the Common Stockcommon stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock common stock at such adjusted Conversion Exchange Price. The Company covenants that all shares of Common Stock common stock which may be issued upon conversion exchange of Securities Notes will upon issue be fully paid and non-non- assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased repurchase shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, however, that nothing in this Section 1708 12.8 shall be deemed to affect in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities from time to time as such Securities are presented for conversion, ; provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased repurchase shares of Class A Common Stock which are held in the treasury of the Company. If any shares of Class A Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, however, that nothing in this Section 1708 12.8 shall be deemed to affect in any way the obligations of the Company to convert Securities into Class A Common Stock as provided in this Article SeventeenTwelve. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Class A Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Class A Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Class A Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, provided that nothing contained herein in this Section 13.9 shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its reasonable efforts to secure such registration or approval, as the case may be; provided, however, that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, at all times reserve and keep available free from preemptive rights, out of its authorized but unissued sharesshares of capital stock, sufficient the full number of shares of capital stock to provide for the conversion of convertible Convertible Securities from time to time as such Convertible Securities are presented for conversion, ; provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Convertible Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock capital stock to be reserved for the purpose of conversion of Convertible Securities hereunder require registration with or approval of any governmental authority under any Federal federal or State state law or any action in respect of any stock exchange or similar listing before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration registration, approval or approvalaction, as the case may be; provided, however, that that, nothing in this Section 1708 4.08 shall be deemed to affect in any way the obligations of the Company to convert Convertible Securities into Common Stock as provided in this Article SeventeenFour. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate corporation action which may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Convertible Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.. SECTION 4.09

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to -------- preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its reasonable efforts to secure such registration or approval, as the case may be; , provided, however, -------- ------- that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-non- assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, howeverPROVIDED, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; provided, howeverPROVIDED, HOWEVER, that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. 66 The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The To the extent that any Debentures are convertible into securities of the Company, the Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued sharessecurities, sufficient shares securities to provide for the conversion of convertible Securities the Debentures from time to time as such Securities Debentures are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities Debentures by delivery of repurchased shares of Common Stock Debentures which are held in the treasury of the Company. If any shares of Common Stock securities to be reserved for the purpose of conversion of Securities Debentures hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares securities may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 shall be deemed to affect in any way the obligations any obligation of the Company to convert Securities into Common Stock as provided in this Article SeventeenDebentures. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stocksuch securities, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock such securities at such adjusted Conversion Price. The Company covenants that all shares securities of Common Stock the Company which may be issued upon conversion of Securities Debentures will upon issue be fully paid and non-assessable by the Company and free of preemptive pre-emptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, ; provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority -63- 71 under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; provided, however, that nothing in this Section 1708 12.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient suffi- cient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations obli- gations in respect of the conversion of Securities by delivery deliv- ery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company Compa- ny covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 13.8 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Convertible Securities from time to time as such Convertible Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Convertible Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Convertible Securities hereunder require registration with or approval of any governmental authority under any Federal federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 4.08 shall be deemed to affect in any way the obligations of the Company Issuer to convert Convertible Securities into Common Stock as provided in this Article SeventeenFour. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Convertible Securities will upon issue be fully paid and non-assessable nonassessable by the Company and free of preemptive rights.. SECTION 4.09

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, however, that nothing in this Section 1708 14.8 shall be deemed to affect in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIV. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-non- assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, provided that nothing contained herein in this Section 13.9 shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its reasonable efforts to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities the Notes from time to time as such Securities Notes are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities Notes by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities Notes hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use all reasonable efforts to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities Notes will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities the Convertible Debentures from time to time as such Securities Convertible Debentures are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities Convertible Debentures by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities Convertible Debentures hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 7.6 shall be deemed to affect in any way the obligations of the Company to convert Securities Convertible Debentures into Common Stock as provided in this Article SeventeenVII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, however, that nothing in this Section 1708 1408 shall be deemed to affect in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenFourteen. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.. -58- 66

Company to Provide Stock. The To the extent that any Debentures are convertible into securities of the Company, the Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued sharessecurities, sufficient shares securities to provide for the conversion of convertible Securities the Debentures from time to time as such Securities Debentures are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities Debentures by delivery of repurchased shares of Common Stock Debentures which are held in the treasury of the Company. If any shares of Common Stock securities to be reserved for the purpose of conversion of Securities securities hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares securities may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 shall be deemed to affect in any way the obligations any obligation of the Company to convert Securities into Common Stock as provided in this Article SeventeenDebentures. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stocksuch securities, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock such securities at such adjusted Conversion Price. The Company covenants that all shares securities of Common Stock the Company which may be issued upon conversion of Securities Debentures will upon issue be fully paid and non-assessable by the Company and free of preemptive pre-emptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities the Convertible Debentures from time to time as such Securities Convertible Debentures are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities Convertible Debentures by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities Convertible Debentures hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, howeverPROVIDED, HOWEVER, that nothing in this Section 1708 7.6 shall be deemed to affect in any way the obligations of the Company to convert Securities Convertible Debentures into Common Stock as provided in this Article SeventeenVII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities Convertible Debentures will upon issue be fully paid and non-assessable by the Company and free of preemptive pre-emptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 12.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article Seventeen12. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, PROVIDED that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; provided, howeverPROVIDED, HOWEVER, that nothing in this Section 1708 12.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, provided that nothing contained herein in this Section 13.9 shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its reasonable efforts to secure such registration or approval, as the case may be; , provided, however, that nothing in this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to -------- preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; , provided, however, that nothing in -------- ------- this Section 1708 13.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenXIII. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible the Securities from time to time as such Securities are presented for conversion, provided, howeverPROVIDED, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; provided, howeverPROVIDED, HOWEVER, that nothing in this Section 1708 12.9 shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article Seventeen12. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion Opinion of counselCounsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.

Company to Provide Stock. The Company shall reserve, free from preemptive pre-emptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities from time to time as such Securities are presented for conversionthis Note, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities this Note by delivery of repurchased shares of Company Common Stock which are held in the treasury of the Company. If any shares of Company Common Stock to be reserved for the purpose of conversion of Securities the Note hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, howeverPROVIDED, HOWEVER, that nothing in this Section 1708 4(i) shall be deemed to affect in any way the obligations of the Company to convert Securities this Note into Company Common Stock as provided in this Article SeventeenSection 4. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Company Common Stock, the Company will take all corporate action which may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Company Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Company Common Stock which may be issued upon conversion of Securities this Note will upon issue issuance be fully paid and non-assessable by the Company and free of preemptive rightsCompany.

Company to Provide Stock. The Company covenants that there shall reservebe reserved, free from preemptive pre-emptive rights, out of its authorized but unissued sharesshares of Common Stock, sufficient shares to provide for the conversion of convertible the Convertible Securities from time to time as such Convert- ible Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Convertible Securities hereunder require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, however, that nothing in this Section 1708 shall be deemed to affect in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article Seventeen. Before taking any action which would cause an adjustment reducing the Conversion Price for any series of Convertible Securities below the then par value, if any, of the Common Stock, the Company covenants that there will take be taken all corporate action which may, in the opinion of its counsel, be necessary in order that the Company there may be validly and legally issue issued fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Convertible Securities will upon issue be validly issued, fully paid and non-assessable by the Company and free of preemptive rightsfrom all liens and charges with respect to the issue or delivery thereof.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities this Note from time to time as such Securities are Note is presented for conversion, ; provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities this Note by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder this Note require registration with or approval of any governmental authority under any Federal or State state law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor use its best efforts to secure such registration or approval, as the case may be; provided, however, that nothing in this Section 1708 Subparagraph 9(h) shall be deemed to affect limit in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article Seventeen. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion PriceParagraph 9. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities this Note will upon issue (i) be fully paid and non-assessable by the Company and Company, (ii) be free of preemptive rights, and (iii) have the benefit of demand registration rights pursuant to the Registration Rights Agreement.

Company to Provide Stock. The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares, sufficient shares to provide for the conversion of convertible Securities from time to time as such Securities are presented for conversion, provided, however, that nothing contained herein shall be construed to preclude the Company from satisfying its obligations in respect of the conversion of Securities by delivery of repurchased shares of Common Stock which are held in the treasury of the Company. If any shares of Common Stock to be reserved for the purpose of conversion of Securities hereunder require registration with or approval of any governmental authority under any Federal or State law before such shares may be validly issued or delivered upon conversion, then the Company covenants that it will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be; provided, however, that nothing in this Section 1708 1508 shall be deemed to affect in any way the obligations of the Company to convert Securities into Common Stock as provided in this Article SeventeenFifteen. USA WASTE SERVICES, INC. SUBORDINATED INDENTURE - 78 - 86 Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value, if any, of the Common Stock, the Company will take all corporate action which may, in the opinion of counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price. The Company covenants that all shares of Common Stock which may be issued upon conversion of Securities will upon issue be fully paid and non-assessable by the Company and free of preemptive rights.