SHARES OF SERIES D
PREFERRED STOCK AS SHALL THEN BE ISSUABLE AS A DIVIDEND ON THE SERIES D
PREFERRED STOCK.
THE CORPORATION COVENANTS THAT ALL SHARES OF SERIES D
PREFERRED STOCK THAT SHALL BE ISSUED AS SUCH DIVIDENDS SHALL, UPON ISSUANCE, BE
DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE, FREE FROM
PREEMPTIVE OR SIMILAR RIGHTS ON THE PART OF THE HOLDERS OF ANY SHARES OF CAPITAL
STOCK OR SECURITIES OF THE CORPORATION, AND FREE FROM ALL LIENS AND CHARGES WITH
RESPECT TO THE ISSUE THEREOF.
THE CORPORATION WILL TAKE ALL SUCH ACTION AS MAY
BE NECESSARY TO ASSURE THAT SUCH SHARES OF SERIES D PREFERRED STOCK MAY BE SO
ISSUED WITHOUT VIOLATION BY THE CORPORATION OF
16
ANY APPLICABLE LAW OR REGULATION OR AGREEMENT, OR OF ANY REQUIREMENTS OF ANY
DOMESTIC SECURITIES EXCHANGE UPON WHICH THE SERIES D PREFERRED STOCK OR THE
COMMON STOCK MAY BE LISTED.
IF AT ANY TIME THE CORPORATION SHOULD NOT HAVE A
SUFFICIENT NUMBER OF AUTHORIZED SHARES OF SERIES D PREFERRED STOCK TO ISSUE AS
DIVIDENDS ON THE THEN OUTSTANDING SHARES OF SERIES D PREFERRED STOCK, THE
CORPORATION COVENANTS TO AMEND THIS RESOLUTION TO INCREASE THE NUMBER OF SHARES
OF AUTHORIZED SERIES D PREFERRED STOCK TO THE EXTENT NECESSARY.
(M)
REGISTRATION AND LISTING OF COMMON STOCK.
IF ANY SHARES OF COMMON
STOCK REQUIRED HEREUNDER TO BE RESERVED FOR PURPOSES OF CONVERSION OF SERIES D
PREFERRED STOCK REQUIRE REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL
AUTHORITY UNDER ANY FEDERAL OR STATE LAW (OTHER THAN THE SECURITIES ACT) BEFORE
SUCH SHARES MAY BE ISSUED UPON CONVERSION, THE CORPORATION WILL, AT ITS EXPENSE
AND AS EXPEDITIOUSLY AS POSSIBLE, USE ITS BEST EFFORTS TO CAUSE SUCH SHARES TO
BE DULY REGISTERED OR APPROVED, AS THE CASE MAY BE.
IF AND SO LONG AS THE
COMMON STOCK IS LISTED ON ANY NATIONAL SECURITIES EXCHANGE, THE CORPORATION
WILL, AT ITS EXPENSE, OBTAIN PROMPTLY AND MAINTAIN THE APPROVAL FOR LISTING ON
EACH SUCH EXCHANGE UPON OFFICIAL NOTICE OF ISSUANCE, OF SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THE THEN OUTSTANDING SERIES D PREFERRED STOCK AND
THE SHARES OF SERIES D PREFERRED STOCK THEN ISSUABLE UPON THE EXERCISE OF
OPTIONS, RIGHTS OR WARRANTS TO PURCHASE SERIES D PREFERRED STOCK, AND MAINTAIN
THE LISTING OF SUCH SHARES AFTER THEIR ISSUANCE; AND THE CORPORATION WILL ALSO
LIST ON SUCH NATIONAL SECURITIES EXCHANGE, WILL REGISTER UNDER THE EXCHANGE ACT
AND WILL MAINTAIN SUCH LISTING OF, ANY OTHER SECURITIES THAT AT ANY TIME ARE
ISSUABLE UPON CONVERSION OF THE SERIES D PREFERRED STOCK, IF AND AT THE TIME
THAT ANY SECURITIES OF THE SAME CLASS SHALL BE LISTED ON SUCH NATIONAL
SECURITIES EXCHANGE BY THE CORPORATION.
(N)
CLOSING OF BOOKS.
THE CORPORATION WILL AT NO TIME CLOSE ITS
TRANSFER BOOKS AGAINST THE TRANSFER OF ANY SERIES D PREFERRED STOCK OR OF ANY
SHARES OF COMMON STOCK ISSUED OR ISSUABLE UPON THE CONVERSION OF ANY SERIES D
PREFERRED STOCK IN ANY MANNER THAT INTERFERES WITH THE TIMELY CONVERSION OF SUCH
SERIES D PREFERRED STOCK.
(O)