Delta Airlines 2003 Annual Report Download - page 227

the issue and delivery of stock in any name other than that of the Holder of any
Note converted, and the Company shall not be required to issue or deliver any
such stock certificate unless and until the person or persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.
SECTION 11.08 Reservation of Shares; Shares to Be Fully Paid; Listing of Common
Stock.
(a) The Company shall provide, free from preemptive rights, out of its
authorized but unissued shares or shares held in treasury, sufficient shares to
provide for the conversion of the Notes from time to time as such Notes are
presented for conversion.
(b) Before taking any action which would cause an adjustment of the
Conversion Rate that decreases the Conversion Price below the then par value, if
any, of the shares of Common Stock issuable upon conversion of the Notes, the
Company shall take all corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally issue
shares of such Common Stock at such adjusted Conversion Rate.
(c) The Company covenants that all shares of Common Stock issued upon
conversion of the Notes will be duly authorized and validly issued and fully
paid and non-assessable by the Company and free from all taxes, liens and
charges with respect to the issue thereof.
(d) The Company further covenants that as long as the Common Stock is
listed on the New York Stock Exchange, the Company shall cause all Common Stock
issuable upon conversion of the Notes to be eligible for such listing in
accordance with, and at the times required under, the requirements of the New
York Stock Exchange, and if at any time the Common Stock becomes listed on any
other U.S. national securities exchange, or quoted on the Nasdaq National Market
System or any other automated quotation system, the Company shall cause all
Common Stock issuable upon conversion of the Notes to be so listed or quoted and
kept so listed or quoted.
SECTION 11.09 Responsibility of Trustee.
The Trustee shall not at any time be under any duty or responsibility
to any Holders to determine whether any facts exist which may require any
adjustment of the Conversion Rate, or with respect to the nature or extent or
calculation of any such adjustment when made, or with respect to the method
employed, or herein or in any supplemental indenture provided to be employed, in
making the same. The Trustee shall not be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock, or of
any securities or property, which may at any time be issued or delivered upon
the conversion of any Note; and the Trustee makes no representations with
respect thereto. Subject to the provisions of Section 7.01, the Trustee shall
not be responsible for any failure of the Company to issue, transfer or deliver
any shares of Common Stock or stock certificates or other securities or property
or cash upon the surrender of any Note for the purpose of conversion or to
comply with any of the duties, responsibilities or covenants of the Company
contained in this Article 11. Without limiting the generality of the foregoing,
the Trustee shall not have any responsibility to determine the correctness of
any provisions contained in any supplemental indenture entered into pursuant to
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