Common use of Company Procedures Clause in Contracts

Company Procedures. In connection with the Company's registration obligations pursuant to Section 2, the Company shall keep each Registration Statement continuously effective for the period of time provided in Section 2, to permit the sale of Registrable Securities covered by such Registration Statement in accordance with the intended method or methods of distribution thereof specified in such Registration Statement or in the related prospectus(es), and shall: (i) comply with such provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition thereof set forth in such Registration Statement or such prospectus or supplement thereto; (ii) notify the Holders, promptly (A) when each Registration Statement, prospectus, or supplement thereto or further post-effective amendment has been filed, and, with respect to each Registration Statement or further post-effective amendment, when it has become effective, (B) of any request by the SEC for amendments or supplements to any Registration Statement or prospectus or for additional information, (C) of the issuance by the SEC of any comments with respect to any filing and of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (E) of the happening of any event that makes any statement made in any Registration Statement, prospectus, or any other document incorporated therein by reference untrue or that requires the making of any changes in such Registration Statement, prospectus, or any document incorporated therein by reference in order that such documents not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (F) of the Company's determination that a further post-effective amendment to such Registration Statement would be appropriate; (iii) furnish to each Holder, without charge, as many conformed copies as may reasonably be requested by such Holder, of each Registration Statement and any further post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (iv) deliver to each Holder, without charge, as many copies of the then effective prospectus covering such Registrable Securities and any amendments or supplements thereto as such Holder may reasonably request; (v) register, qualify, obtain an exemption therefrom, or cooperate with the Holders and their counsel in connection with the registration or qualification or exemption therefrom of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be reasonably requested in writing by the Holders and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the then effective Registration Statements; provided, however, that the Company shall not be required to (A) qualify as a foreign corporation or generally to transact business in any jurisdiction where it is not then so qualified, (B) qualify as a dealer (or other similar entity) in securities, (C) otherwise subject itself to taxation in connection with such activities, or (D) take any action which would subject it to general service of process in any jurisdiction where it is not then so subject; (vi) upon the occurrence of any event contemplated by clauses (E) or (F) of paragraph (ii) above, promptly prepare and file, if necessary, a further post-effective amendment to each Registration Statement or a supplement to the related prospectuses or any document incorporated therein by reference or file any other required document so that each Registration Statement and the related prospectuses will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (vii) in no event later than five (5) Business Days before filing any Registration Statement, any further post-effective amendment thereto, any prospectus or any amendment or supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents), furnish to the Holders copies of all such documents proposed to be filed; (viii) not file any Registration Statement or amendment thereto or any prospectus or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents) to which the Holders holding a majority of the Registrable Securities shall have reasonably objected in writing, within three (3) Business Days after receipt of such documents, to the effect that such Registration Statement or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act (including, without limitation respect of any information describing the manner in which the Holders acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), (provided that the foregoing shall not limit the right of any Holder reasonably to object, within three (3) Business Days after receipt of such documents, to any particular information relating specifically to such Holder that is to be contained in any Registration Statement, prospectus or supplement including without limitation, any information describing the manner in which such Holder acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), and if the Company is unable to file any such document due to the objections of the Holders, the Company shall exert commercially reasonable efforts to cooperate with the Holders to prepare, as soon as practicable, a document that is responsive in all material respects to the reasonable objections of the Holders, provided however, that the Effectiveness Deadline (as defined in Section 2(b)) shall be extended by the period, during which the Company is prevented from filing a Registration Statement or amendment thereto by reason of this paragraph 3(a)(viii); (ix) promptly after the filing of any document that is to be incorporated by reference into any Registration Statement or prospectus, provide copies of such document to the Holder; (x) cause all Registrable Securities covered by each Registration Statement to be listed on the Nasdaq National Market, American Stock Exchange, any national securities exchange, an over-the-counter market, or, if the Common Stock securities of the Company are not listed thereon, on the primary exchanges, markets, or inter-dealer quotations systems (including NASDAQ) if any, on which similar securities issued by the Company are then listed, prior to the date on which such Registrable Securities were issued; (xi) take all actions reasonably required to prevent the entry of any stop order by the Securities and Exchange Commission or by any state securities regulators or to remove any such order if entered; and (xii) file post-effective amendments to any Registration Statement or supplement the related prospectus, as required, to permit sales of Registrable Securities covered thereby to be made by Permitted Transferees of the Holders.

Company Procedures. In connection with the Company's registration obligations pursuant to Section 2, the Company shall keep each Registration Statement continuously effective for the period of time provided in Section 2, to permit the sale of Registrable Securities covered by such Registration Statement in accordance with the intended method or methods of distribution thereof specified in such Registration Statement or in the related prospectus(es), and shall: (i) comply with such provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition thereof set forth in such Registration Statement or such prospectus or supplement thereto; (ii) notify the Holders, promptly (A) when each Registration Statement, prospectus, or supplement thereto or further post-effective amendment has been filed, and, with respect to each Registration Statement or further post-effective amendment, when it has become effective, (B) of any request by the SEC for amendments or supplements to any Registration Statement or prospectus or for additional information, (C) of the issuance by the SEC of any comments with respect to any filing and of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (E) of the happening of any event that makes any statement made in any Registration Statement, prospectus, or any other document incorporated therein by reference untrue or that requires the making of any changes in such Registration Statement, prospectus, or any document incorporated therein by reference in order that such documents not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (F) of the Company's determination that a further post-effective amendment to such Registration Statement would be appropriate; (iii) furnish to each Holder, without charge, as many conformed copies as may reasonably be requested by such Holder, of each Registration Statement and any further post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (iv) deliver to each Holder, without charge, as many copies of the then effective prospectus covering such Registrable Securities and any amendments or supplements thereto as such Holder may reasonably request; (v) register, qualify, obtain an exemption therefrom, or cooperate with the Holders and their counsel in connection with the registration or qualification or exemption therefrom of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be reasonably requested in writing by the Holders and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the then effective Registration Statements; provided, however, that the Company shall not be required to (A) qualify as a foreign corporation or generally to transact business in any jurisdiction where it is not then so qualified, (B) qualify as a dealer (or other similar entity) in securities, (C) otherwise subject itself to taxation in connection with such activities, or (D) take any action which would subject it to general service of process in any jurisdiction where it is not then so subject; (vi) upon the occurrence of any event contemplated by clauses (E) or (F) of paragraph (ii) above, promptly prepare and file, if necessary, a further post-effective amendment to each Registration Statement or a supplement to the related prospectuses or any document incorporated therein by reference or file any other required document so that each Registration Statement and the related prospectuses will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (vii) in no event later than five (5) Business Days before filing any Registration Statement, any further post-effective amendment thereto, any prospectus or any amendment or supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents), furnish to the Holders copies of all such documents proposed to be filed; (viii) not file any Registration Statement or amendment thereto or any prospectus or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents) to which the Holders holding a majority of the Registrable Securities shall have reasonably objected in writing, within three (3) Business Days after receipt of such documents, to the effect that such Registration Statement or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act (including, without limitation respect of any information describing the manner in which the Holders acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), (provided that the foregoing shall not limit the right of any Holder reasonably to object, within three (3) Business Days after receipt of such documents, to any particular information relating specifically to such Holder that is to be contained in any Registration Statement, prospectus or supplement including without limitation, any information describing the manner in which such Holder acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), and if the Company is unable to file any such document due to the objections of the Holders, the Company shall exert commercially reasonable efforts to cooperate with the Holders to prepare, as soon as practicable, a document that is responsive in all material respects to the reasonable objections of the Holders, provided however, that the Effectiveness Deadline (as defined in Section 2(b)) shall be extended by the period, during which the Company is prevented from filing a Registration Statement or amendment thereto by reason of this paragraph 3(a)(viii); (ix) promptly after the filing of any document that is to be incorporated by reference into any Registration Statement or prospectus, provide copies of such document to the Holder; (x) cause all Registrable Securities covered by each Registration Statement to be listed on the Nasdaq National Market, American Stock Exchange, any national securities exchange, an over-the-the- counter market, or, if the Common Stock securities of the Company are not listed thereon, on the primary exchanges, markets, or inter-dealer quotations systems (including NASDAQ) if any, on which similar securities issued by the Company are then listed, prior to the date on which such Registrable Securities were issued; (xi) take all actions reasonably required to prevent the entry of any stop order by the Securities and Exchange Commission or by any state securities regulators or to remove any such order if entered; and (xii) file post-effective amendments to any Registration Statement or supplement the related prospectus, as required, to permit sales of Registrable Securities covered thereby to be made by Permitted Transferees of the Holders.

Company Procedures. In connection with the Company's registration obligations pursuant to Section 2, the Company shall keep each Registration Statement continuously effective for the period of time provided in Section 2, to permit the sale of Registrable Securities covered by such Registration Statement in accordance with the intended method or methods of distribution thereof specified in such Registration Statement or in the related prospectus(es), and shall: (i) comply with such provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition thereof set forth in such Registration Statement or such prospectus or supplement thereto; (ii) notify the Holders, promptly (A) when each Registration Statement, prospectus, or supplement thereto or further post-effective amendment has been filed, and, with respect to each Registration Statement or further post-effective amendment, when it has become effective, (B) of any request by the SEC for amendments or supplements to any Registration Statement or prospectus or for additional information, (C) of the issuance by the SEC of any comments with respect to any filing and of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (E) of the happening of any event that makes any statement made in any Registration Statement, prospectus, or any other document incorporated therein by reference untrue or that requires the making of any changes in such Registration Statement, prospectus, or any document incorporated therein by reference in order that such documents not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (F) of the Company's determination that a further post-effective amendment to such Registration Statement would be appropriate; (iii) furnish to each Holder, without charge, as many conformed copies as may reasonably be requested by such Holder, of each Registration Statement and any further post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (iv) deliver to each Holder, without charge, as many copies of the then effective prospectus covering such Registrable Securities and any amendments or supplements thereto as such Holder may reasonably request; (v) register, qualify, obtain an exemption therefrom, or cooperate with the Holders and their counsel in connection with the registration or qualification or exemption therefrom of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be reasonably requested in writing by the Holders and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the then effective Registration Statements; provided, however, that the Company shall not be required to (A) qualify as a foreign corporation or generally to transact business in any jurisdiction where it is not then so qualified, (B) qualify as a dealer (or other similar entity) in securities, (C) otherwise subject itself to taxation in connection with such activities, or (D) take any action which would subject it to general service of process in any jurisdiction where it is not then so subject; (vi) upon the occurrence of any event contemplated by clauses (E) or (F) of paragraph (ii) above, promptly prepare and file, if necessary, a further post-effective amendment to each Registration Statement or a supplement to the related prospectuses or any document incorporated therein by reference or file any other required document so that each Registration Statement and the related prospectuses will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (vii) in no event later than five (5) Business Days before filing any Registration Statement, any further post-effective amendment thereto, any prospectus or any amendment or supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents), furnish to the Holders copies of all such documents proposed to be filed; (viii) not file any Registration Statement or amendment thereto or any prospectus or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents) to which the Holders holding a majority of the Registrable Securities shall have reasonably objected in writing, within three (3) Business Days after receipt of such documents, to the effect that such Registration Statement or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act (including, without limitation respect of any information describing the manner in which the Holders acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), (provided that the foregoing shall not limit the right of any Holder reasonably to object, within three (3) Business Days after receipt of such documents, to any particular information relating specifically to such Holder that is to be contained in any Registration Statement, prospectus or supplement including without limitation, any information describing the manner in which such Holder acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), and if the Company is unable to file any such document due to the objections of the Holders, the Company shall exert commercially reasonable efforts to cooperate with the Holders to prepare, as soon as practicable, a document that is responsive in all material respects to the reasonable objections of the Holders, provided however, that the Effectiveness Deadline (as defined in Section 2(b)) shall be extended by the period, during which the Company is prevented from filing a Registration Statement or amendment thereto by reason of this paragraph 3(a)(viii); (ix) promptly after the filing of any document that is to be incorporated by reference into any Registration Statement or prospectus, provide copies of such document to the Holder; (x) cause all Registrable Securities covered by each Registration Statement to be listed on the Nasdaq NASDAQ National Market, American Stock Exchange, any national securities exchange, an over-the-counter market, or, if the Common Stock securities of the Company are not listed thereon, on the primary exchanges, markets, or inter-dealer quotations systems (including NASDAQ) if any, on which similar securities issued by the Company are then listed, prior to the date on which such Registrable Securities were issued; (xi) take all actions reasonably required to prevent the entry of any stop order by the Securities and Exchange Commission or by any state securities regulators or to remove any such order if entered; and (xii) file post-effective amendments to any Registration Statement or supplement the related prospectus, as required, to permit sales of Registrable Securities covered thereby to be made by Permitted Transferees of the Holders.

Company Procedures. In connection with the Company's registration obligations pursuant to Section 2, the Company shall keep each Registration Statement continuously effective for the period of time provided in Section 2, to permit the sale of Registrable Securities covered by such Registration Statement in accordance with the intended method or methods of distribution thereof specified in such Registration Statement or in the related prospectus(es), and shall: (i) comply with such provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition thereof set forth in such Registration Statement or such prospectus or supplement thereto; (ii) notify the Holders, promptly (A) when each Registration Statement, prospectus, or supplement thereto or further post-effective amendment has been filed, and, with respect to each Registration Statement or further post-effective amendment, when it has become effective, (B) of any request by the SEC for amendments or supplements to any Registration Statement or prospectus or for additional information, (C) of the issuance by the SEC of any comments with respect to any filing and of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (E) of the happening of any event that makes any statement made in any Registration Statement, prospectus, or any other document incorporated therein by reference untrue or that requires the making of any changes in such Registration Statement, prospectus, or any document incorporated therein by reference in order that such documents not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (F) of the Company's determination that a further post-effective amendment to such Registration Statement would be appropriate; (iii) furnish to each Holder, without charge, as many conformed copies as may reasonably be requested by such Holder, of each Registration Statement and any further post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (iv) deliver to each Holder, without charge, as many copies of the then effective prospectus covering such Registrable Securities and any amendments or supplements thereto as such Holder may reasonably request; (v) register, qualify, obtain an exemption therefrom, or cooperate with the Holders and their counsel in connection with the registration or qualification or exemption therefrom of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be reasonably requested in writing by the Holders and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the then effective Registration Statements; provided, however, that the Company shall not be required to (A) qualify as a foreign corporation or generally to transact business in any jurisdiction where it is not then so qualified, (B) qualify as a dealer (or other similar entity) in securities, (C) otherwise subject itself to taxation in connection with such activities, or (D) take any action which would subject it to general service of process in any jurisdiction where it is not then so subject; (vi) upon the occurrence of any event contemplated by clauses (E) or (F) of paragraph (ii) above, promptly prepare and file, if necessary, a further post-effective amendment to each Registration Statement or a supplement to the related prospectuses or any document incorporated therein by reference or file any other required document so that each Registration Statement and the related prospectuses will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (vii) in no event later than five (5) Business Days before filing any Registration Statement, any further post-effective amendment thereto, any prospectus or any amendment or supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents), furnish to the Holders copies of all such documents proposed to be filed; (viii) not file any Registration Statement or amendment thereto or any prospectus or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents) to which the Holders holding a majority of the Registrable Securities shall have reasonably objected in writing, within three (3) Business Days after receipt of such documents, to the effect that such Registration Statement or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act (including, without limitation respect of any information describing the manner in which the Holders acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), (provided that the foregoing shall not limit the right of any Holder reasonably to object, within three (3) Business Days after receipt of such documents, to any particular information relating specifically to such Holder that is to be contained in any Registration Statement, prospectus or supplement including without limitation, any information describing the manner in which such Holder acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), and if the Company is unable to file any such document due to the objections of the Holders, the Company shall exert commercially reasonable efforts to cooperate with the Holders to prepare, as soon as practicable, a document that is responsive in all material respects to the reasonable objections of the Holders, provided however, that the Effectiveness Deadline (as defined in Section 2(b)) shall be extended by the period, period during which the Company is prevented from filing a Registration Statement or amendment thereto by reason of this paragraph 3(a)(viii); (ix) promptly after the filing of any document that is to be incorporated by reference into any Registration Statement or prospectus, provide copies of such document to the Holder; (x) cause all Registrable Securities covered by each Registration Statement to be listed on the Nasdaq National Market, American Stock Exchange, any national securities exchange, an over-the-the- counter market, or, if the Common Stock securities of the Company are not listed thereon, on the primary exchanges, markets, or inter-dealer quotations systems (including NASDAQ) if any, on which similar securities issued by the Company are then listed, prior to the date on which such Registrable Securities were issued; (xi) take all actions reasonably required to prevent the entry of any stop order by the Securities and Exchange Commission or by any state securities regulators or to remove any such order if entered; and (xii) file post-effective amendments to any Registration Statement or supplement the related prospectus, as required, to permit sales of Registrable Securities covered thereby to be made by Permitted Transferees of the Holders.

Company Procedures. In connection with the Company's registration obligations pursuant to Section 2, the Company shall keep each Registration Statement continuously effective for the period of time provided in Section 2, to permit the sale of Registrable Securities covered by such Registration Statement in accordance with the intended method or methods of distribution thereof specified in such Registration Statement or in the related prospectus(es), and shall: (i) comply with such provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition thereof set forth in such Registration Statement or such prospectus or supplement thereto; (ii) notify the Holders, promptly (A) when each Registration Statement, prospectus, prospectus or supplement thereto or further post-effective amendment has been filed, and, with respect to each Registration Statement or further post-effective amendment, when it has become effective, (B) of any request by the SEC for amendments or supplements to any Registration Statement or prospectus or for additional information, (C) of the issuance by the SEC of any comments with respect to any filing and of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (E) of the happening of any event that makes any statement made in any Registration Statement, prospectus, prospectus or any other document incorporated therein by reference untrue or that requires the making of any changes in such Registration Statement, prospectus, prospectus or any document incorporated therein by reference in order that such documents not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (F) of the Company's determination that a further post-effective amendment to such Registration Statement would be appropriate; (iii) furnish to each Holder, without charge, as many conformed copies as may reasonably be requested by such Holder, of each Registration Statement and any further post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (iv) deliver to each Holder, without charge, as many copies of the then effective prospectus covering such Registrable Securities and any amendments or supplements thereto as such Holder may reasonably request; (v) register, qualify, obtain an exemption therefrom, or cooperate with the Holders and their counsel in connection with the registration or qualification or exemption therefrom of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be reasonably requested in writing by the Holders and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the then effective Registration Statements; provided, however, that the Company shall not be required to (A) qualify as a foreign corporation or generally to transact business in any jurisdiction where it is not then so qualified, (B) qualify as a dealer (or other similar entity) in securities, (C) otherwise subject itself to taxation in connection with such activities, or (D) take any action which would subject it to general service of process in any jurisdiction where it is not then so subject; (vi) upon the occurrence of any event contemplated by clauses (E) or (F) of paragraph (ii) above, promptly prepare and file, if necessary, a further post-effective amendment to each Registration Statement or a supplement to the related prospectuses or any document incorporated therein by reference or file any other required document so that each Registration Statement and the related prospectuses will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (vii) in no event later than five (5) Business Days before filing any Registration Statement, any further post-effective amendment thereto, any prospectus or any amendment or supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents), furnish to the Holders copies of all such documents proposed to be filed; (viii) not file any Registration Statement or amendment thereto or any prospectus or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents) to which the Holders holding a majority of the Registrable Securities shall have reasonably objected in writing, within three (3) Business Days after receipt of such documents, to the effect that such Registration Statement or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act (including, without limitation respect of any information describing the manner in which the Holders acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), (provided that the foregoing shall not limit the right of any Holder reasonably to object, within three (3) Business Days after receipt of such documents, to any particular information relating specifically to such Holder that is to be contained in any Registration Statement, prospectus or supplement including without limitation, any information describing the manner in which such Holder acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), and if the Company is unable to file any such document due to the objections of the Holders, the Company shall exert commercially reasonable efforts to cooperate with the Holders to prepare, as soon as practicable, a document that is responsive in all material respects to the reasonable objections of the Holders, provided however, that the Effectiveness Deadline (as defined in Section 2(b)) shall be extended by the period, during which the Company is prevented from filing a Registration Statement or amendment thereto by reason of this paragraph 3(a)(viii); (ix) promptly after the filing of any document that is to be incorporated by reference into any Registration Statement or prospectus, provide copies of such document to the Holder; (x) cause all Registrable Securities covered by each Registration Statement to be listed on the Nasdaq National Market, American Stock Exchange, any national securities exchange, an over-the-counter market, market or, if the Common Stock securities of the Company are not listed thereon, on the primary exchanges, markets, or inter-dealer quotations systems (including NASDAQ) if any, on which similar securities issued by the Company are then listed, prior to the date on which such Registrable Securities were issued; (xi) take all actions reasonably required to prevent the entry of any stop order by the Securities and Exchange Commission or by any state securities regulators or to remove any such order if entered; and (xii) file post-effective amendments to any Registration Statement or supplement the related prospectus, as required, to permit sales of Registrable Securities covered thereby to be made by Permitted Transferees of the Holders.

Company Procedures. In connection with the Company's registration obligations pursuant to Section 2, the Company shall keep each Registration Statement continuously effective for the period of time provided in Section 2, to permit the sale of Registrable Securities covered by such Registration Statement in accordance with the intended method or methods of distribution thereof specified in such Registration Statement or in the related prospectus(es), and shall: (i) comply with such provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition thereof set forth in such Registration Statement or such prospectus or supplement thereto; (ii) notify the Holders, promptly (A) when each Registration Statement, prospectus, or supplement thereto or further post-effective amendment has been filed, and, with respect to each Registration Statement or further post-effective amendment, when it has become effective, (B) of any request by the SEC for amendments or supplements to any Registration Statement or prospectus or for additional information, (C) of the issuance by the SEC of any comments with respect to any filing and of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (E) of the happening of any event that makes any statement made in any Registration Statement, prospectus, or any other document incorporated therein by reference untrue or that requires the making of any changes in such Registration Statement, prospectus, or any document incorporated therein by reference in order that such documents not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (F) of the Company's determination that a further post-post- effective amendment to such Registration Statement would be appropriate; (iii) furnish to each Holder, without charge, as many conformed copies as may reasonably be requested by such Holder, of each Registration Statement and any further post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (iv) deliver to each Holder, without charge, as many copies of the then effective prospectus covering such Registrable Securities and any amendments or supplements thereto as such Holder may reasonably request; (v) register, qualify, obtain an exemption therefrom, or cooperate with the Holders and their counsel in connection with the registration or qualification or exemption therefrom of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be reasonably requested in writing by the Holders and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the then effective Registration Statements; provided, however, that the Company shall not be required to (A) qualify as a foreign corporation or generally to transact business in any jurisdiction where it is not then so qualified, (B) qualify as a dealer (or other similar entity) in securities, (C) otherwise subject itself to taxation in connection with such activities, or (D) take any action which would subject it to general service of process in any jurisdiction where it is not then so subject; (vi) upon the occurrence of any event contemplated by clauses (E) or (F) of paragraph (ii) above, promptly prepare and file, if necessary, a further post-effective amendment to each Registration Statement or a supplement to the related prospectuses or any document incorporated therein by reference or file any other required document so that each Registration Statement and the related prospectuses will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (vii) in no event later than five (5) Business Days before filing any Registration Statement, any further post-effective amendment thereto, any prospectus or any amendment or supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents), furnish to the Holders copies of all such documents proposed to be filed; (viii) not file any Registration Statement or amendment thereto or any prospectus or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents) to which the Holders holding a majority of the Registrable Securities shall have reasonably objected in writing, within three (3) Business Days after receipt of such documents, to the effect that such Registration Statement or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act (including, without limitation respect of any information describing the manner in which the Holders acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), (provided that the foregoing shall not limit the right of any Holder reasonably to object, within three (3) Business Days after receipt of such documents, to any particular information relating specifically to such Holder that is to be contained in any Registration Statement, prospectus or supplement including without limitation, any information describing the manner in which such Holder acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), and if the Company is unable to file any such document due to the objections of the Holders, the Company shall exert commercially reasonable efforts to cooperate with the Holders to prepare, as soon as practicable, a document that is responsive in all material respects to the reasonable objections of the Holders, provided however, that the Effectiveness Deadline (as defined in Section 2(b)) shall be extended by the period, during which the Company is prevented from filing a Registration Statement or amendment thereto by reason of this paragraph 3(a)(viii); (ix) promptly after the filing of any document that is to be incorporated by reference into any Registration Statement or prospectus, provide copies of such document to the Holder; (x) cause all Registrable Securities covered by each Registration Statement to be listed on the Nasdaq National Market, American Stock Exchange, any national securities exchange, an over-the-counter market, or, if the Common Stock securities of the Company are not listed thereon, on the primary exchanges, markets, or inter-dealer quotations systems (including NASDAQ) if any, on which similar securities issued by the Company are then listed, prior to the date on which such Registrable Securities were issued; (xi) take all actions reasonably required to prevent the entry of any stop order by the Securities and Exchange Commission or by any state securities regulators or to remove any such order if entered; and (xii) file post-effective amendments to any Registration Statement or supplement the related prospectus, as required, to permit sales of Registrable Securities covered thereby to be made by Permitted Transferees of the Holders.

Company Procedures. In connection with the Company's registration obligations pursuant to Section 2, the Company shall keep each Registration Statement continuously effective for the period of time provided in Section 2, to permit the sale of Registrable Securities covered by such Registration Statement in accordance with the intended method or methods of distribution thereof specified in such Registration Statement or in the related prospectus(es), and shall: (i) comply with such provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition thereof set forth in such Registration Statement or such prospectus or supplement thereto; (ii) notify the Holders, promptly (A) when each Registration Statement, prospectus, prospectus or supplement thereto or further post-effective amendment has been filed, and, with respect to each Registration Statement or further post-effective amendment, when it has become effective, (B) of any request by the SEC for amendments or supplements to any Registration Statement or prospectus or for additional information, (C) of the issuance by the SEC of any comments with respect to any filing and of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (E) of the happening of any event that makes any statement made in any Registration Statement, prospectus, prospectus or any other document incorporated therein by reference untrue or that requires the making of any changes in such Registration Statement, prospectus, prospectus or any document incorporated therein by reference in order that such documents not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (F) of the Company's determination that a further post-post- effective amendment to such Registration Statement would be appropriate; (iii) furnish to each Holder, without charge, as many conformed copies as may reasonably be requested by such Holder, of each Registration Statement and any further post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (iv) deliver to each Holder, without charge, as many copies of the then effective prospectus covering such Registrable Securities and any amendments or supplements thereto as such Holder may reasonably request; (v) register, qualify, obtain an exemption therefrom, or cooperate with the Holders and their counsel in connection with the registration or qualification or exemption therefrom of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as may be reasonably requested in writing by the Holders and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the then effective Registration Statements; provided, however, that the Company shall not be required to (A) qualify as a foreign corporation or generally to transact business in any jurisdiction where it is not then so qualified, (B) qualify as a dealer (or other similar entity) in securities, (C) otherwise subject itself to taxation in connection with such activities, or (D) take any action which would subject it to general service of process in any jurisdiction where it is not then so subject; (vi) upon the occurrence of any event contemplated by clauses (E) or (F) of paragraph (ii) above, promptly prepare and file, if necessary, a further post-effective amendment to each Registration Statement or a supplement to the related prospectuses or any document incorporated therein by reference or file any other required document so that each Registration Statement and the related prospectuses will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (vii) in no event later than five (5) Business Days before filing any Registration Statement, any further post-effective amendment thereto, any prospectus or any amendment or supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents), furnish to the Holders copies of all such documents proposed to be filed; (viii) not file any Registration Statement or amendment thereto or any prospectus or any supplement thereto (other than any amendment or supplement made solely as a result of incorporation by reference of documents) to which the Holders holding a majority of the Registrable Securities shall have reasonably objected in writing, within three (3) Business Days after receipt of such documents, to the effect that such Registration Statement or amendment thereto or prospectus or supplement thereto does not comply in all material respects with the requirements of the Securities Act (including, without limitation respect of any information describing the manner in which the Holders acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), (provided that the foregoing shall not limit the right of any Holder reasonably to object, within three (3) Business Days after receipt of such documents, to any particular information relating specifically to such Holder that is to be contained in any Registration Statement, prospectus or supplement including without limitation, any information describing the manner in which such Holder acquired such Registrable Securities and the intended method or methods of distribution of such Registrable Securities), and if the Company is unable to file any such document due to the objections of the Holders, the Company shall exert commercially reasonable efforts to cooperate with the Holders to prepare, as soon as practicable, a document that is responsive in all material respects to the reasonable objections of the Holders, provided however, that the Effectiveness Deadline (as defined in Section 2(b)) shall be extended by the period, during which the Company is prevented from filing a Registration Statement or amendment thereto by reason of this paragraph 3(a)(viii); (ix) promptly after the filing of any document that is to be incorporated by reference into any Registration Statement or prospectus, provide copies of such document to the Holder; (x) cause all Registrable Securities covered by each Registration Statement to be listed on the Nasdaq National Market, American Stock Exchange, any national securities exchange, an over-the-counter market, market or, if the Common Stock securities of the Company are not listed thereon, on the primary exchanges, markets, or inter-dealer quotations systems (including NASDAQ) if any, on which similar securities issued by the Company are then listed, prior to the date on which such Registrable Securities were issued; (xi) take all actions reasonably required to prevent the entry of any stop order by the Securities and Exchange Commission or by any state securities regulators or to remove any such order if entered; and (xii) file post-effective amendments to any Registration Statement or supplement the related prospectus, as required, to permit sales of Registrable Securities covered thereby to be made by Permitted Transferees of the Holders.