Common use of Action to be Taken by the Company Clause in Contracts

Action to be Taken by the Company. In connection with the registration of the Shares or other securities for which the Warrants become exercisable in accordance with paragraphs (a) or (b) above, the Company agrees to: (i) bear the expense of any registration or qualification under paragraph (a), on one occasion, or under paragraph (b), on any number of occasions, including but not limited to legal, accounting and printing fees; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of more than one set of counsel for the Warrant Holder(s) which reimburesment shall be limited to reasonable attorney's fees in the event of a registration or qualification under paragraph (b), or (B) any underwriters' discount or commission in respect to such Shares or other securities for which the Warrants become exercisable, payment of which shall, in each case, be the sole responsibility of the respective Warrant Holder(s) thereof; (ii) use its best efforts to register or qualify the Shares or other securities for which the Warrants become exercisable for offer or sale under state securities or blue sky laws of such jurisdictions as the Warrant Holders shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable the Warrant Holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; (iii) furnish to each holder copies of any registration statement for the Shares or other securities for which the Warrants become exercisable, any prospectus included in any such registration statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Warrant Holder may from time to time reasonably request; and (iv) if registration is to be pursuant to an underwritten offering, enter into a cross-indemnity agreement in customary form, with each underwriter, if any, and each Warrant Holder of securities included in such registration statement.

Action to be Taken by the Company. In connection with At the registration of Closing, the Shares Company or other securities for which its officers and directors, as applicable, shall duly execute, where appropriate, and deliver the Warrants become exercisable in accordance with paragraphs following to Investor: (a) or the Convertible Note Agreement, in the form of EXHIBIT A attached hereto; and (b) abovethe Option Agreement, in the form of EXHIBIT C attached hereto; and (c) the Registration Rights Agreement, in the form of EXHIBIT D attached hereto; and (d) the Standstill Agreement, in the form of EXHIBIT E attached hereto; and (e) the Letter Agreements, in the form of EXHIBIT F attached hereto; and (f) a certificate of good standing of the Company issued by the Secretary of State of each of Delaware and Florida and each other state in which the Company is required to be qualified to transact business; and (g) a certificate of the secretary of the Company certifying as to the organizational documents of the Company, the Company agrees to:actions of the Board, the incumbency of officers executing the Transaction Documents, and other customary matters reasonably requested by Investor; and (h) a copy of the resolutions duly adopted by the Board of Directors of the Company, authorizing the execution of this Agreement, the adoption of the Proposed Amendments and the consummation of the transactions contemplated hereby; and (i) bear a legal opinion from the expense Company's counsel as to due formation, power, valid authorizations, due execution and legal, valid and binding obligation of the Company as set forth on EXHIBIT G hereto, which opinion shall also be delivered to Investor upon each issuance of any registration or qualification under paragraph (a), on one occasion, or under paragraph (b), on any number of occasions, including but not limited to legal, accounting and printing fees; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of more than one set of counsel for the Warrant Holder(s) which reimburesment shall be limited to reasonable attorney's fees in the event of a registration or qualification under paragraph (b), or (B) any underwriters' discount or commission in respect to such Class A Shares or other securities for which the Warrants become exercisable, payment issuance of which shall, in each case, be the sole responsibility Common Shares upon exercise of the respective Warrant Holder(s) thereof; (ii) use its best efforts to register or qualify the Shares or other securities for which the Warrants become exercisable for offer or sale under state securities or blue sky laws of such jurisdictions as the Warrant Holders shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable the Warrant Holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; (iii) furnish to each holder copies of any registration statement for the Shares or other securities for which the Warrants become exercisable, any prospectus included in any such registration statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Warrant Holder may from time to time reasonably requestOption; and (ivj) if registration is all other documents and instruments reasonably requested by the other Party to be effect the transactions contemplated by this Agreement; provided that deliveries of identical documents to those set forth herein made contemporaneously with the Closing by the Company pursuant to an underwritten offering, enter into a cross-indemnity agreement in customary form, with each underwriter, if any, and each Warrant Holder of securities included in such registration statementConvertible Note Agreement shall satisfy these delivery requirements.

Action to be Taken by the Company. In connection with the --------------------------------- registration of the Shares or other securities for which the Warrants become exercisable in accordance with paragraphs (a) or (b) above, the Company agrees to: (i) bear the expense of any registration or qualification under paragraph (a), on one occasion, or under paragraph (b), on any number of occasions, including but not limited to legal, accounting and printing fees; provided, however, that in no event shall the Company be obligated to -------- ------- pay (A) any fees and disbursements of more than one set of any counsel for the Warrant Holder(s) which reimburesment shall be limited to reasonable attorney's fees in the event of a registration or qualification under paragraph (b), or (B) any underwriters' discount or commission in respect to such Shares or other securities for which the Warrants become exercisable, payment of which shall, in each case, be the sole responsibility of the respective Warrant Holder(s) thereof; (ii) use its best efforts to register or qualify the Shares or other securities for which the Warrants become exercisable for offer or sale under state securities or blue sky laws of such jurisdictions as the Warrant Holders shall reasonably request and do any and all other acts and things which may be necessary or advisable to enable the Warrant Holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; (iii) furnish to each holder copies of any registration statement for the Shares or other securities for which the Warrants become exercisable, any prospectus included in any such registration statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Warrant Holder may from time to time reasonably request; and (iv) if registration is to be pursuant to an underwritten offering, enter into a cross-indemnity agreement in customary form, with each underwriter, if any, and each Warrant Holder of securities included in such registration statement.

Action to be Taken by the Company. In connection with the registration of the Shares or other securities for which the Representatives' Warrants become exercisable in accordance with paragraphs (a) or (b) above, the Company agrees to: (i) bear the expense of any registration or qualification under paragraph (a), on one occasion, or under paragraph (b)) of this section, on any number of occasions, including but not limited to legal, accounting and printing fees; provided, however, that in no event shall the Company be obligated to pay (A) any fees and disbursements of more than one set of any counsel for the Warrant Holder(s) which reimburesment shall be limited to reasonable attorney's fees in the event of a registration or qualification under paragraph (b), or (B) any underwriters' discount or commission in respect to such Shares or other securities for which the Representatives' Warrants become exercisable, payment of which shall, in each case, be the sole responsibility of the respective Warrant Holder(s) thereof; (ii) use its reasonable best efforts to register or qualify the Shares or other securities for which the Representatives' Warrants become exercisable for offer or sale under state securities or blue sky laws of such jurisdictions as the Warrant Holders shall reasonably request and to do any and all other acts and things which may be necessary or advisable to enable the Warrant Holders to consummate the proposed sale, transfer or other disposition of such securities in any jurisdiction; (iii) furnish to each holder copies of any registration statement (including the Registration Statement) for the Shares or other securities for which the Representatives' Warrants become exercisable, any prospectus included in any such registration statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as such Warrant Holder may from time to time reasonably request; and (iv) if registration is to be pursuant to an underwritten offering, enter into a cross-indemnity agreement in customary form, with each underwriter, if any, and each Warrant Holder of securities included in such registration statement.