OF THIS AGREEMENT.
THE COMPANY SHALL DELIVER
TO THE RIGHTS AGENT FOR CANCELLATION AND RETIREMENT, AND THE RIGHTS AGENT SHALL
SO CANCEL AND RETIRE, ANY RIGHTS CERTIFICATE PURCHASED OR ACQUIRED BY THE
COMPANY OTHERWISE THAN UPON THE EXERCISE THEREOF.
THE RIGHTS AGENT SHALL
DELIVER ALL CANCELED RIGHTS CERTIFICATES TO THE COMPANY, OR SHALL, AT THE
WRITTEN REQUEST OF THE COMPANY, DESTROY SUCH CANCELED RIGHTS CERTIFICATES, AND
IN SUCH CASE SHALL DELIVER A CERTIFICATE OF DESTRUCTION THEREOF TO THE COMPANY.
9.
RESERVATION AND AVAILABILITY OF SHARES
OF VOTING STOCK.
(A)
THE COMPANY COVENANTS AND AGREES THAT IT
WILL CAUSE TO BE RESERVED AND KEPT AVAILABLE OUT OF ITS AUTHORIZED AND UNISSUED
SHARES OF VOTING STOCK NOT RESERVED FOR ANOTHER PURPOSE, THE NUMBER OF SHARES OF
VOTING STOCK THAT WILL BE SUFFICIENT TO PERMIT THE EXERCISE IN FULL OF ALL
OUTSTANDING RIGHTS.
(B)
SO LONG AS THE SHARES OF VOTING STOCK
ISSUABLE AND DELIVERABLE UPON EXERCISE OF THE RIGHTS MAY BE LISTED ON SUCH
EXCHANGE, THE COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE, FROM AND AFTER SUCH
TIME AS THE RIGHTS BECOME EXERCISABLE (BUT ONLY TO THE EXTENT THAT IT IS
REASONABLY LIKELY THAT THE RIGHTS WILL BE EXERCISED), ALL SHARES RESERVED FOR
SUCH ISSUANCE TO BE LISTED ON SUCH EXCHANGE UPON OFFICIAL NOTICE OF ISSUANCE
UPON SUCH EXERCISE.
(C)
THE COMPANY SHALL USE ITS BEST EFFORTS TO
(I) FILE, AS SOON AS PRACTICABLE FOLLOWING THE EARLIEST DATE AFTER THE FIRST
OCCURRENCE OF A TRIGGERING EVENT IN WHICH THE CONSIDERATION TO BE DELIVERED BY
THE COMPANY UPON EXERCISE OF THE RIGHTS IS DESCRIBED IN SECTIONS 11(A)(II) OR
11(A)(III) HEREOF BUT SUBJECT TO THE FOLLOWING SENTENCE,
A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO THE SECURITIES PURCHASABLE
UPON EXERCISE OF THE RIGHTS ON AN APPROPRIATE FORM, (II) CAUSE SUCH REGISTRATION
STATEMENT TO BECOME EFFECTIVE AS SOON AS PRACTICABLE AFTER SUCH FILING AND
(III) CAUSE SUCH REGISTRATION STATEMENT TO REMAIN EFFECTIVE (WITH A PROSPECTUS
AT ALL TIMES MEETING THE REQUIREMENTS OF THE SECURITIES ACT) UNTIL THE EARLIER
OF (A) THE DATE AS OF WHICH THE RIGHTS ARE NO LONGER EXERCISABLE FOR SUCH
SECURITIES AND (B) THE EXPIRATION DATE.
THE COMPANY MAY TEMPORARILY SUSPEND,
FOR A PERIOD NOT TO EXCEED NINETY (90) DAYS AFTER THE DATE SET FORTH IN CLAUSE
(I) OF THE FIRST SENTENCE OF THIS SECTION 9(C), THE EXERCISABILITY OF THE RIGHTS
IN ORDER TO PREPARE AND FILE SUCH REGISTRATION STATEMENT AND PERMIT IT TO BECOME
EFFECTIVE.
UPON ANY SUCH SUSPENSION, THE COMPANY SHALL ISSUE A PUBLIC
ANNOUNCEMENT AND GIVE THE RIGHTS AGENT A COPY OF ANY SUCH ANNOUNCEMENT THAT
EXERCISABILITY OF THE RIGHTS HAS BEEN TEMPORARILY SUSPENDED, AS WELL AS A PUBLIC
ANNOUNCEMENT AND COPY TO THE RIGHTS AGENT AT SUCH TIME AS THE SUSPENSION IS NO
LONGER IN EFFECT.
THE COMPANY WILL ALSO TAKE SUCH ACTION AS MAY BE APPROPRIATE
UNDER, OR TO ENSURE COMPLIANCE WITH FEDERAL OR STATE SECURITIES LAWS IN
CONNECTION WITH THE EXERCISABILITY OF THE RIGHTS.
NOTWITHSTANDING ANY PROVISION
OF THIS
13
AGREEMENT TO