Common use of Company's Obligations in Registration Clause in Contracts

Company's Obligations in Registration. In the case of each registration, qualification or compliance effected by the Company pursuant to this Agreement the Company will keep each Purchaser advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. At its expense, the Company will: (a) Prepare and file with the Commission a registration statement with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective with respect to a registration statement filed regarding an Underwritten Public Offering, for the lesser of (i) 90 days or (ii) until the distribution described in such registration statement has been completed; and (b) Furnish to each underwriter such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such underwriter may reasonably request in order to facilitate the public sale of the shares by such underwriter, and promptly furnish to each underwriter and Purchaser notice of any stop-order or similar notice issued by the Commission or any state agency charged with the regulation of securities, and notice of any NASDAQ or securities exchange listing; and (c) Furnish prospectuses, including preliminary prospectuses and amendments and supplements thereto, to the Purchasers electing to sell any of their Registrable Securities pursuant to Section 2.1 hereof, all in accordance with applicable securities laws; and (d) Notify the Purchasers in the event that the Company becomes aware that a prospectus relating to the Registrable Securities contains a materially untrue statement or omits to state a material fact; and (e) Apply to register or otherwise qualify the Registrable Securities offered by the Purchasers or any of them under all applicable blue sky laws of any state.

Company's Obligations in Registration. In the case of each registrationIf any Holder timely elects to participate in an offering by including Warrant Shares in a registration statement pursuant to Section 3(c) or (d) above, qualification or compliance effected by the Company shall use its reasonable best efforts to effect such registration to permit the sale of Warrant Shares in accordance with the intended method or methods of disposition thereof, and pursuant to this Agreement thereto the Company will keep each Purchaser advised in writing shall: (i) notify the Holders as to the initiation filing thereof and of each registration, qualification and compliance and as all amendments or supplements thereto filed prior to the completion effective date thereof. At its expense, the Company will:; (aii) Prepare and file with the Commission a registration statement with respect to such securities and use its commercially reasonable best efforts to cause such any registration statement filed under the Act pursuant to Section 3(c) or (d) above to become effective at the earliest possible date (subject to the Company's right to withdraw any registration statement pursuant to Section 3(c) above) after the filing thereof and remain effective to comply with respect all applicable rules and regulations of the Commission in connection therewith; provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, including documents which would be incorporated or deemed to be incorporated by reference in the registration statement after the initial filing of any registration statement, the Company will furnish to the Holders, their respective counsel and the underwriters, if any, to be engaged in connection with the offering and sale by the Company (for purposes of this Section 3(e), the "Underwriters"), copies of all such documents proposed to be filed, which documents will be subject to the review of the Holders, their respective counsel and the Underwriters, and the Company will not file any registration statement, or amendment thereto or any prospectus or any supplement thereto relating in whole or in part to the Holders' Shares (including such documents incorporated or deemed to be incorporated by reference) to which the Holders or the Underwriters, if any, shall reasonably object; provided, however, if such Holders object to a registration statement filed regarding an Underwritten Public Offeringpursuant to Section 3(c) above, for the lesser of (i) 90 days or (ii) until the distribution described in they shall withdraw from such registration statement; (iii) notify the Holders (1) when the registration statement or any post-effective amendment becomes effective, (2) when a prospectus or prospectus supplement or post-effective amendment has been completed; and filed, (b3) Furnish to each underwriter such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such underwriter may reasonably request in order to facilitate the public sale of the shares by such underwriter, and promptly furnish to each underwriter and Purchaser notice of any stop-order or similar notice issued request by the Commission for amendments, supplements or any state agency charged with additional information related to a registration statement or prospectus or otherwise, (4) of the regulation of securities, and notice issuance by the Commission of any NASDAQ stop order or securities exchange listing; andof the initiation, or the threatening, of any proceedings for that purpose known to the Company, or (5) of the receipt by the Company of any notification with respect to the suspension of qualification of the Warrant Shares for sale in any jurisdiction in which they were qualified or of the initiation, or the threatening, of any proceedings for that purpose; (civ) Furnish prospectusesmake reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a registration statement, including preliminary prospectuses and amendments and supplements thereto, to or the Purchasers electing to sell lifting of any suspension of the qualification (or exemption from qualification) of any of their Registrable Securities pursuant to Section 2.1 hereofthe Warrant Shares for sale in any jurisdiction in which they were qualified, all in accordance with applicable securities laws; and (d) Notify at the Purchasers in the event that the Company becomes aware that a prospectus relating to the Registrable Securities contains a materially untrue statement or omits to state a material fact; and (e) Apply to register or otherwise qualify the Registrable Securities offered by the Purchasers or any of them under all applicable blue sky laws of any state.earliest possible moment;

Company's Obligations in Registration. In If and whenever the case of each registration, qualification or compliance effected ------------------------------------- Company is obligated by the Company pursuant to provisions of this Agreement to effect the Company will keep each Purchaser advised in writing as to registration of Registrable Securities under the initiation of each registration, qualification and compliance and as to the completion thereof. At its expenseSecurities Act, the Company will:, as expeditiously as possible, (a) Prepare prepare and file with the Commission a registration statement with respect to such securities Registrable Securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective during the period required for the distribution of the securities covered by the registration statement, provided that, if the Registrable Securities covered by such registration statement are not to be sold to or through underwriters acting for the Company, the Company shall not be required to keep such registration statement effective, or to prepare and file any amendment or supplement thereto, after the expiration of one hundred eighty (180) days following the date on which such registration statement becomes effective under the Securities Act or such longer period during which the Commission requires that such registration statement be kept effective with respect to a registration statement filed regarding an Underwritten Public Offering, for any of the lesser of (i) 90 days or (ii) until the distribution described in such registration statement has been completed; andRegistrable Securities so registered; (b) Furnish prepare and file with the Commission such amendments and supplements to such 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 Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement, whenever any Holder shall desire to dispose of the same, subject, however, to the proviso contained in Section 6(a) and provided that in any event the Company's obligations under this Section 6(b) shall terminate on the first anniversary of the effective date of any such registration statement; (c) furnish to each underwriter Holder such number of copies of a prospectussuch registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including a each preliminary prospectus) and such other documents as such Holder may reasonably request in order to facilitate the disposition of such Registrable Securities; (d) make the Chairman of the Board of Directors of the Company, the Chief Executive Officer and other members of the management of the Company available to cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, among other things, the participation of such persons in meetings with potential investors and the assistance of such persons with the preparation of all materials for such investors; (e) use its best efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as each Holder shall reasonably request, and do any and all other acts and things to so register or qualify which may be necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of such Registrable Securities; (f) if at any time a prospectus relating to the Registrable Securities covered by such registration statement is required to be delivered under the Securities Act and any event occurs as a result of which the prospectus included in such registration statement as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in conformity the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the prospectus to comply with the Securities Act, the Company promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and shall use its best efforts to cause any amendment of such registration statement containing an amended prospectus to be made effective as soon as possible; and (g) furnish to each Holder at the time of the disposition of Registrable Securities by such Holder an opinion of counsel for the Company, in form and substance satisfactory to such Holder, to the effect that (a) a registration statement covering such Registrable Securities has been filed with the Commission under the Securities Act and has been made effective by order of the Commission, (b) such registration statement and the prospectus contained therein comply in all material respects with the requirements of the Securities Act, and nothing has come to said counsel's attention which would cause it to believe that either such other documents as such underwriter may reasonably request in order to facilitate registration statement or the public sale of the shares by such underwriter, and promptly furnish to each underwriter and Purchaser notice of prospectus contains any stop-order or similar notice issued by the Commission or any state agency charged with the regulation of securities, and notice of any NASDAQ or securities exchange listing; and (c) Furnish prospectuses, including preliminary prospectuses and amendments and supplements thereto, to the Purchasers electing to sell any of their Registrable Securities pursuant to Section 2.1 hereof, all in accordance with applicable securities laws; and (d) Notify the Purchasers in the event that the Company becomes aware that a prospectus relating to the Registrable Securities contains a materially untrue statement of a material fact or omits to state a material fact; fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (c) the prospectus meeting the delivery requirements of the Securities Act is available for delivery, (d) no stop order has been issued by the Commission suspending the effectiveness of such registration statement and , to the best of such counsel's knowledge, no proceedings for the issuance of such a stop order are threatened or contemplated, and (e) Apply to register there has been compliance with the applicable provisions of the securities or otherwise qualify the Registrable Securities offered by the Purchasers or any of them under all applicable blue sky laws of any stateeach jurisdiction in which the Company shall be required pursuant to Section 6(d) hereof to register or qualify such Registrable Securities, assuming the accuracy and completeness of the information furnished to such counsel with respect to each filing related to such laws.

Company's Obligations in Registration. In the case of each registration, qualification or compliance effected by the Company pursuant to this Agreement Agreement, the Company will keep each Purchaser the Investor advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. At its expense, the Company will: (a) Prepare and file with the Commission a registration statement with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective with respect to a registration statement filed regarding an Underwritten Public Offering, for the lesser of (i) 90 days or (ii) until the distribution described in such registration statement has been completed; and (b) Furnish to each underwriter such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such underwriter may reasonably request in order to facilitate the public sale of the shares by such underwriter, and promptly furnish to each underwriter and Purchaser Investor notice of any stop-stop- order or similar notice issued by the Commission or any state agency charged with the regulation of securities, and notice of any NASDAQ or securities exchange listing; and (c) Furnish prospectuses, including preliminary prospectuses and amendments and supplements thereto, to the Purchasers Investor electing to sell any of their its Registrable Securities pursuant to Section 2.1 2.2 hereof, all in accordance with applicable securities laws; and (d) Notify the Purchasers Investor in the event that the Company becomes aware that a prospectus relating to the Registrable Securities contains a materially untrue statement or omits to state a material fact; and (e) Apply to register or otherwise qualify the Registrable Securities offered by the Purchasers or any of them Investor under all applicable blue sky laws of any state.

Company's Obligations in Registration. In the case of each registration, qualification or compliance effected by the Company pursuant to this Agreement Agreement, the Company will keep each Purchaser the Investor advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. At its expense, the Company will: (a) Prepare and file with the Commission a registration statement with respect to such securities and use its commercially reasonable best efforts to cause such registration statement to become and remain effective with respect to a registration statement filed regarding an Underwritten Public Offering, for the lesser of (i) 90 days or (ii) until the distribution described in such registration statement has been completed; and (b) Furnish to each underwriter such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such underwriter may reasonably request in order to facilitate the public sale of the shares by such underwriter, and promptly furnish to each underwriter and Purchaser Investor notice of any stop-order or similar notice issued by the Commission or any state agency charged with the regulation of securities, and notice of any NASDAQ or securities exchange listing; and (c) Furnish prospectuses, including preliminary prospectuses and amendments and supplements thereto, to the Purchasers Investor electing to sell any of their its Registrable Securities pursuant to Section 2.1 2.2 hereof, all in accordance with applicable securities laws; and (d) Notify the Purchasers Investor in the event that the Company becomes aware that a prospectus relating to the Registrable Securities contains a materially untrue statement or omits to state a material fact; and (e) Apply to register or otherwise qualify the Registrable Securities offered by the Purchasers or any of them Investor under all applicable blue sky laws of any state.