Common use of Certain Covenants of the Corporation Clause in Contracts

Certain Covenants of the Corporation. Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation agrees to use its best efforts to: (i) Keep a registration statement effective for at least a period of one year in the aggregate, pursuant to the provisions of Rule 415 under the Act or otherwise, while any holder of Registrable Securities desires to dispose of the securities covered by such registration statement (but not after the holder of Registrable Securities, in the reasonable opinion of the Corporation's counsel, is free to sell all such securities in any three month period under the provisions of Rule 144 under the Act). (ii) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement. (iii) Furnish to each holder of Registrable Securities such numbers of copies of a current prospectus, in conformity with the requirements of the Act, and such other documents as each holder of Registrable Securities may reasonably require in order to facilitate the disposition of Registrable Securities owned by such holder of Registrable Securities. (iv) Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or "Blue Sky" laws of such jurisdictions as shall be reasonably requested by the holder of Registrable Securities, provided that the Corporation shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. (v) Notify each holder of Registrable Securities of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of 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 use its reasonable best efforts to promptly update and/or correct such prospectus. (vi) Furnish, at the request of any holder of Registrable Securities, an opinion of counsel of the Corporation, dated the effective date of the registration statement, as to the due authorization and issuance of the securities being registered. (vii) Use its best efforts to list the Registrable Securities covered by such registration statement with any securities exchange on which the Common Stock, is then listed in accordance with the rules of such exchange.