Common use of Additional Company Obligations Clause in Contracts

Additional Company Obligations. In the case of any registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (ii) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iii) comply with all applicable rules and regulations of the SEC and each securities exchange or each quotation service on which securities issued by the Company are then listed or quoted, (iv) file the documents required of the Company and otherwise maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the Holder as may reasonably be required to sell the Holder's Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, (v) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 17(b) and to comply with the provisions of the Act and all other federal and state securities laws with respect to the distribution of all Registrable Securities, and (vi) provide copies to and permit counsel designated by the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with the SEC.

Additional Company Obligations. In the case of any registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) keep such registration effective until two years after the Closing Date (or such earlier date as all of the Registrable Securities have been sold or may be sold under Rule 144(k)); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (iiv) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iiivi) use its reasonable efforts to comply with all applicable rules and regulations of the SEC and each securities exchange (vii) notify Holders of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or each quotation service on which securities issued by omits to state a material fact required to be stated therein or necessary to make the Company are statements therein not misleading in light of the circumstances then listed or quoted, existing; and (ivviii) file the documents required of the Company and otherwise use its best efforts to maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the a Holder as may reasonably be required to sell the such Holder's ’s Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, (v) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 17(b) and to comply with the provisions of the Act and all other federal and state securities laws with respect to the distribution of all Registrable Securities, and (vi) provide copies to and permit counsel designated by the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with the SEC.

Additional Company Obligations. In the case of any registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts take any and all actions necessary to: (i) keep such registration effective until two years after the Closing Date (or such earlier date as all of the Registrable Securities have been sold or may be sold under Rule 144); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such reasonable number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (iiv) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iiivi) make reasonable efforts to comply with all applicable rules and regulations of the SEC Commission; and each securities exchange or each quotation service on which securities issued by the Company are then listed or quoted, (ivvii) file the documents required of the Company and otherwise use its best efforts to maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the a Holder as may reasonably be required to sell the such Holder's Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, (v) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 17(b) and to comply with the provisions of the Act and all other federal and state securities laws with respect to the distribution of all Registrable Securities, and (vi) provide copies to and permit counsel designated by the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with the SEC.

Additional Company Obligations. In the case of any registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) keep such registration effective until two years after the Closing Date (or such earlier date as all of the Registrable Securities have been sold or may be sold under Rule 144); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such reasonable number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (iiv) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iiivi) reasonable efforts to comply with all applicable rules and regulations of the SEC Commission, and each securities exchange or each quotation service on which securities issued by the Company are then listed or quoted, (ivvii) file the documents required of the Company and otherwise use its best efforts to maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the a Holder as may reasonably be required to sell the such Holder's Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, (v) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 17(b) and to comply with the provisions of the Act and all other federal and state securities laws with respect to the distribution of all Registrable Securities, and (vi) provide copies to and permit counsel designated by the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with the SEC.

Additional Company Obligations. In the case of any ------------------------------ registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) keep such registration effective until two years after the Closing Date (or such earlier date as all of the Registrable Securities have been sold or may be sold under Rule 144(k)); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Annex 1-6 Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (iiv) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iiivi) use its reasonable efforts to comply with all applicable rules and regulations of the SEC and each securities exchange (vii) notify Holders of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or each quotation service on which securities issued by omits to state a material fact required to be stated therein or necessary to make the Company are statements therein not misleading in light of the circumstances then listed or quoted, existing; and (ivviii) file the documents required of the Company and otherwise use its best efforts to maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the a Holder as may reasonably be required to sell the such Holder's Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, (v) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 17(b) and to comply with the provisions of the Act and all other federal and state securities laws with respect to the distribution of all Registrable Securities, and (vi) provide copies to and permit counsel designated by the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with the SEC.

Additional Company Obligations. In the case of any ------------------------------ registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) keep such registration effective until December 31, 2004 (or such earlier date as all of the Registrable Securities have been sold or may be sold under Rule 144(k)); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Registerable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (iiv) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iiivi) use its best efforts to comply with all applicable rules and regulations of the SEC Commission, and each securities exchange or each quotation service on make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which securities issued earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and (vii) advise Holders of the issuance of any stop order by the Company are SEC with respect to the Registration Statement or any request by the SEC for an amendment to the Registration Statement, and notify Holders of the happening of any event as a result of which the prospectus included in the Registration Statement, as then listed in effect, includes an untrue statement of a material fact or quoted, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ivviii) file the documents required of the Company and otherwise use its best efforts to maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the a Holder as may reasonably be required to sell the such Holder's Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, (v) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 17(b) and to comply with the provisions of the Act and all other federal and state securities laws with respect to the distribution of all Registrable Securities, and (vi) provide copies to and permit counsel designated by the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with the SEC.

Additional Company Obligations. (1) In the case of any registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) keep such registration effective until two years after the Closing Date (or such earlier date as all of the Registrable Securities have been sold or may be sold under Rule 144(k); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Act with respect to the disposition of the Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (iiv) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iiivi) use its reasonable efforts to comply with all applicable rules and regulations of the SEC and each securities exchange (vii) notify Holders of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or each quotation service on which securities issued by omits to state a material fact required to be stated therein or necessary to make the Company are statements therein not misleading in light of the circumstances then listed or quoted, existing; and (ivviii) file the documents required of the Company and otherwise use its best efforts to maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the a Holder as may reasonably be required to sell the such Holder's ’s Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, (v) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 17(b) and to comply with the provisions of the Act and all other federal and state securities laws with respect to the distribution of all Registrable Securities, and (vi) provide copies to and permit counsel designated by the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with the SEC.

Additional Company Obligations. In the case of any registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) keep such registration effective until two years after the Closing Date (or such earlier date as provided for in the last sentence of this subsection); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such reasonable number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (iiv) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iiivi) comply with all applicable rules and regulations of the SEC and each securities exchange or each quotation service on which securities issued by the Company are then listed or quotedCommission, (ivvii) file the documents required of the Company and otherwise maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the a Holder as may reasonably be required to sell the such Holder's Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, and (vviii) notify each Holder selling Shares in such offering, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and the Company will promptly prepare and file with the SEC and, at the request of any such amendments and post-effective amendments Holder, furnish to such seller a reasonable number of copies of, a supplement or amendment to such prospectus so that, as thereafter delivered to the Registration Statement and the Holders of such Shares, such prospectus as may be will not contain an untrue statement of a material fact or omit to state a material fact necessary to keep make the statements therein not misleading in the light of the circumstances under which they were made. The Company shall not be obligated to maintain the effectiveness of the registration or satisfy the other obligations in this Section 5.3.3 (other than, in connection with the Registration Statement effective for Statement, under iv, v, vi and vii above) beyond two (2) years after the period specified in Section 17(b) and to comply with the provisions of the Act and all other federal and state securities laws Closing Date or, with respect to any Holder, if (i) such Holder holds less than one percent (1%) of the distribution of outstanding Common Stock, (ii) all Registrable Securities, Shares that such Holder is entitled to have registered hereunder may immediately be sold under Rule 144 during any 90-day period and (viiii) provide copies the Company has provided notice to and permit counsel designated by such Holder that it will no longer maintain the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with effectiveness of the SECregistration.

Additional Company Obligations. In the case of any registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) (A) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Act with respect to the sale or other disposition of all securities covered by such registration statement whenever the Investors shall desire to sell or otherwise dispose of the same (including prospectus supplements with respect to the sales of securities from time to time in connection with a registration statement pursuant to Rule 415 promulgated under the Act) and (B) take all lawful action such that each of (1) the Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (2) the prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, the Company agrees that it shall, within five business days of its legal eligibility to do so, file a post-effective amendment to the Registration Statement to amend such statement to be on Form S-3 and to use commercially reasonable efforts to prosecute such amendment to effectiveness; (ii) (A) prior to the filing with the Commission of any Registration Statement (including any amendments thereto) and the distribution or delivery of any prospectus (including any supplements thereto), provide draft copies of the Selling Stockholders and Plan of Distribution sections (or equivalents) to the Investors as required by Section 3(c) and reflect in such documents all such comments as the Investors (and their counsel) reasonably may propose with respect thereto and (B) furnish to each Investor such numbers of copies of a prospectus including a preliminary prospectus or any amendment or supplement to any prospectus, as applicable, in conformity with the requirements of the Act, and such other documents, as such Investor may reasonably request in order to facilitate the public sale or other disposition of the securities owned by such Investor; (iii) keep such registration effective until (A) all Registrable Securities have been disposed of pursuant to the Registration Statement, (B) all Registrable Securities have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act (“Rule 144”) are met, (C) all Registrable Securities have been otherwise transferred to holders who may trade such Registrable Securities without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such Registrable Securities not bearing a restrictive legend, or (D) such time as, in the opinion of counsel to the Company, all securities may be sold at any time, without volume or manner of sale limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act; (iv) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (v) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (iivi) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iiivii) use its best efforts to comply with all applicable rules and regulations of the SEC and (viii) notify Holders of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and the Company shall prepare and file a curative amendment to the Registration Statement as quickly as possible; (ix) as promptly as practicable after becoming aware of such event, notify each securities exchange or each quotation service on which securities issued Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance by the Company are then listed Commission of any stop order or quotedother suspension of the effectiveness of the Registration Statement at the earliest possible time and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; (ivx) file the documents required of the Company and otherwise use its best efforts to obtain and maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the a Holder as may reasonably be required to sell the such Holder's ’s Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, ; (vxi) prepare and file cooperate with the SEC such amendments Investors to facilitate the timely preparation and post-effective amendments delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement effective enable such certificates for the period specified Registrable Securities to be in Section 17(b) such denominations or amounts, as the case may be, as the Investors reasonably may request and to comply with registered in such names as the provisions of the Act and all other federal and state securities laws with respect to the distribution of all Registrable SecuritiesInvestors may request; and, and (vi) provide copies to and permit counsel designated by the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than within three (3) business trading days prior after a any sale pursuant to the Registration Statement which includes Registrable Securities is declared effective by the Commission, deliver and cause legal counsel selected by the Company to deliver to the transfer agent for the Registrable Securities (with copies to the Investors) an appropriate instruction and, to the extent necessary, an opinion of such counsel; and (xiii) take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Investors of their filing Registrable Securities in accordance with the SECintended methods therefor provided in the prospectus which are customary for issuers to perform under the circumstances.

Additional Company Obligations. In the case of any ------------------------------ registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) keep such registration effective until December 31, 2003 (or such earlier date as all of the Registrable Securities have been sold or may be sold under Rule 144(k)); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (iiv) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iiivi) use its best efforts to comply with all applicable rules and regulations of the SEC SEC, and each securities exchange or each quotation service on make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which securities issued earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and (vii) advise Holders of the issuance of any stop order by the Company are SEC with respect to the Registration Statement or any request by the SEC for an amendment to the Registration Statement, and notify Holders of the happening of any event as a result of which the prospectus included in the Registration Statement, as then listed in effect, includes an untrue statement of a material fact or quoted, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ivviii) file the documents required of the Company and otherwise use its best efforts to maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the a Holder as may reasonably be required to sell the such Holder's Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, (v) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 17(b) and to comply with the provisions of the Act and all other federal and state securities laws with respect to the distribution of all Registrable Securities, and (vi) provide copies to and permit counsel designated by the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with the SEC.

Additional Company Obligations. In the case of any ------------------------------ registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (i) keep such registration effective until December 31, 2005 (or such earlier date as all of the Registrable Securities have been sold or may be sold under Rule 144(k)); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Registerable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (iiv) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iiivi) use its best efforts to comply with all applicable rules and regulations of the SEC Commission, and each securities exchange or each quotation service on make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which securities issued earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and (vii) advise Holders of the issuance of any stop order by the Company are SEC with respect to the Registration Statement or any request by the SEC for an amendment to the Registration Statement, and notify Holders of the happening of any event as a result of which the prospectus included in the Registration Statement, as then listed in effect, includes an untrue statement of a material fact or quoted, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ivviii) file the documents required of the Company and otherwise use its best efforts to maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the a Holder as may reasonably be required to sell the such Holder's Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, (v) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 17(b) and to comply with the provisions of the Act and all other federal and state securities laws with respect to the distribution of all Registrable Securities, and (vi) provide copies to and permit counsel designated by the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with the SEC.

Additional Company Obligations. In the case of any registration effected by the Company Purchaser pursuant to these registration provisions, the Company Purchaser will use its reasonable best efforts to: (i) keep such registration effective until December 31, 2006 (or such earlier date as all of the Registrable Securities have been sold or may be sold under Rule 144(k)); (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as a Holder from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company Purchaser are then listed or quoted; (iiv) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iiivi) use its best efforts to comply with all applicable rules and regulations of the SEC Commission, and each securities exchange or each quotation service on make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which securities issued earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; and (vii) advise Holders of the issuance of any stop order by the Company are SEC with respect to the Registration Statement or any request by the SEC for an amendment to the Registration Statement, and notify Holders of the happening of any event as a result of which the prospectus included in the Registration Statement, as then listed in effect, includes an untrue statement of a material fact or quoted, omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ivviii) file the documents required of the Company Purchaser and otherwise use its best efforts to maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the a Holder as may reasonably be required to sell the such Holder's Registrable Securities, provided as to clause (B), however, that the Company Purchaser shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, (v) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 17(b) and to comply with the provisions of the Act and all other federal and state securities laws with respect to the distribution of all Registrable Securities, and (vi) provide copies to and permit counsel designated by the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with the SEC.

Additional Company Obligations. In the case of any registration effected by the Company pursuant to these registration provisions, the Company will use its commercially reasonable best efforts to: (a) keep such Registration Statement effective for a period beginning on the date the Registration Statement is declared effective by the SEC (the "Effective Date") and ending on the earliest of the following dates (such earliest date referred to herein as the "Expiration Date"): (i) the date upon which the Purchaser or any subsequent Holder fails to hold at least 10% of the Warrant Shares; (ii) the date upon which the Registrable Securities could be sold by the Purchaser (or subsequent Holder) in a single transaction pursuant to Rule 144 under the Securities Act and the Company has agreed to remove the legend referred to in Section 5(B); (iii) the date which is the fifth anniversary of the Closing Date; and (iv) the date as of which all of the Registrable Securities have been sold pursuant to the Registration Statement; (b) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to sales of the Registrable Securities pursuant to the Registration Statement; (c) furnish to the Purchaser (or subsequent Holder) as many copies of the prospectus and other documents incident thereto, including any amendment or supplement thereto, as such Holder may reasonably request (and the Company hereby consents to the use (in accordance with law) of the prospectus, and any amendment or supplement thereto, by the Purchaser (or subsequent Holder) in connection with the offer and sale of the Registrable Securities; (d) cause all such Registrable Securities registered as described herein Warrant Shares to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (iie) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement Warrant Shares and a CUSIP number for all such Registrable SecuritiesWarrant Shares; and (iiif) use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and each securities exchange or each quotation service on which securities issued by the Company are then listed or quoted, (iv) file the documents required of the Company and otherwise maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Registrable Securities are originally sold and (B) all other states specified in writing by the Holder as may reasonably be required to sell the Holder's Registrable Securities, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented, (v) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 17(b) and to comply with the provisions of the Act and all other federal and state securities laws with respect to the distribution of all Registrable Securities, and (vi) provide copies to and permit counsel designated by the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with the SEC.

Additional Company Obligations. In the case of any registration effected by the Company pursuant to these registration provisions, the Company will use its reasonable best efforts to: (iA) keep such registration effective until such date as all of the Registrable Securities have been sold or could immediately be sold pursuant to Rule 144(k) promulgated by the Commission; (B) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (C) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as Xxxxx from time to time may reasonably request; (D) promptly following the delivery of a Put Election Notice or Call Notice in which the Company elects to settle in Common Stock, cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service system on which similar securities issued by the Company are then listed or quoted; (iiE) promptly following the delivery of a Put Election Notice or Call Notice in which the Company elects to settle in Common Stock, provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (iiiF) comply with all applicable rules and regulations of the SEC Commission, and each securities exchange or each quotation service on make available to its securityholders, to the extent required, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first month after the effective date of the Registration Statement, which securities issued by earnings statement shall satisfy the Company are then listed or quoted, provisions of Section 11(a) of the Securities Act; and (ivG) file the documents required of the Company and otherwise maintain requisite blue sky clearance in (Ax) all jurisdictions in which any of the Registrable Securities Option Shares are originally sold and (By) all other states specified in writing by the Holder Xxxxx as may reasonably be required to sell the Holder's Registrable SecuritiesXxxxx'x Option Shares, provided as to clause (B)provided, however, that the Company shall not be required to qualify to do business business, subject itself to taxation, or consent to service of process in any state in which it is not now so qualified or subject to taxation or has not so consented, (v) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the prospectus as may be necessary to keep the Registration Statement effective for the period specified in Section 17(b) and to comply with the provisions of the Act and all other federal and state securities laws with respect to the distribution of all Registrable Securities, and (vi) provide copies to and permit counsel designated by the Holder to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) business days prior to their filing with the SEC.