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

Company's Obligations in Registration. In the event you timely elect to participate in an offering by including your Underwriter Warrants, the Underlying Securities or the Warrant Stock in a registration statement pursuant to Subsection 3(c) above, the Company shall: (i) Notify you as to the filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof; (ii) Comply with all applicable rules and regulations of the Commission; (iii) Notify you immediately, and confirm the notice in writing, (1) when the registration statement becomes effective, (2) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to the suspension of qualification of the Preferred Stock, the Warrants or Warrant Stock for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to obtain the lifting of such order as promptly as practicable. (iv) During the time when a registration statement is required to be delivered under the Act during the period required for the distribution of the Underlying Securities or the Warrant Stock, comply so far as it is able with all requirements imposed upon it by the Act, as hereafter amended, and by the rules and regulations promulgated thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of the Underlying Securities and the Warrant Stock, as applicable. If at any time when a registration statement relating to the Underlying Securities or the Warrant Stock is required to be delivered under the Act any event shall have occurred as a result of which, in the opinion of counsel for the Company or your counsel, the registration statement relating to the Underlying Securities or the Warrant Stock as then amended or supplemented includes an untrue statement of a material fact or omits to state any material 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, or if it is necessary at any time to amend such registration statement to comply with the Act, the Company will promptly prepare and file with the Commission an appropriate amendment or supplement (in form satisfactory to you). (v) Endeavor in good faith, in cooperation with you, at or prior to the time the registration statement becomes effective, to qualify the Underlying Securities and/or the Warrant Stock, as applicable for offering and sale under the securities laws relating to the offering or sale of the Underlying Securities and/or the Warrant Stock, as applicable in such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Underlying Securities and/or the Warrant Stock, as applicable; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, or to taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless you agree that such action is not at the time necessary or advisable, file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction. For the purposes of this paragraph, "good faith" is defined as the same standard of care and degree of effort as the Company will use to qualify its securities other than the Underlying Securities and the Warrant Stock. (vi) Make generally available to its security holders as soon as practicable, but not later than the first day of the eighteenth full calendar month following the effective date of the registration statement, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the rules and regulations promulgated thereunder, but which shall satisfy the provisions of Section 11(a) of the Act) covering a period of at least twelve months beginning after the effective date of the registration statement. (vii) After the effective date of such registration statement, prepare, and promptly notify you of the proposed filing of, and promptly file with the Commission, each and every amendment or supplement thereto or to any registration statement forming a part thereof as may be necessary to make any statements therein not misleading in any material respect; provided that no such amendment or supplement shall be filed if you shall object thereto in writing promptly after being furnished a copy thereof. (viii) Furnish to you, as soon as available, copies of any such registration statement, including all preliminary or final registration statements, or supplement or amendment prepared pursuant thereto, all in such quantities as you may from time to time reasonably request; (ix) Make such representations and warranties to any underwriter of the Underlying Securities or the Warrant Stock, as applicable, and use your best efforts to cause Company counsel to render such usual and customary opinions to such underwriter, as such underwriter may reasonably request; and (x) Pay all costs and expenses incident to the performance of the Company's obligations under Subsection 3 (c) above and under this Subsection 3 (f), including without limitation the fees and disbursements of Company auditors and legal counsel, of legal counsel for you and of legal counsel responsible for qualifying the Underlying Securities and/or the Warrant Stock under blue sky laws, all filing fees and printing expenses, all expenses in connection with the transfer and delivery of the Underlying Securities and/or Warrant Stock, and all expenses in connection with the qualification of the Underlying Securities and/or the Warrant Stock under blue sky laws provided, however, that the Company shall not be responsible for indemnity discounts and commissions.

Company's Obligations in Registration. In the event you timely elect to participate in an offering by including your Underwriter's Underwriter Warrants, the Underlying Securities Common Stock or the Warrant Stock in a registration statement pursuant to Subsection 3(c) above, the Company shall: (i) Notify you as to the filing thereof and of all amendments or supplements thereto filed prior to the effective date thereof; (ii) Comply with all applicable rules and regulations of the Commission; (iii) Notify you immediately, and confirm the notice in writing, (1) when the registration statement becomes effective, (2) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceedings for that purpose, (3) of the receipt by the Company of any notification with respect to the suspension of qualification of the Preferred Stock, the Warrants or Warrant Underlying Common Stock for sale in any jurisdiction or of the initiation, or the threatening, of any proceedings for that purpose and (4) of the receipt of any comments, or requests for additional information, from the Commission or any state regulatory authority. If the Commission or any state regulatory authority shall enter such a stop order or order suspending qualification at any time, the Company will make every reasonable effort to obtain the lifting of such order as promptly as practicable. (iv) During the time when a registration statement Registration Statement is required to be delivered under the Act during the period required for the distribution of the Underlying Securities or the Warrant Common Stock, comply so far as it is able with all requirements imposed upon it by the Act, as hereafter amended, and by the rules and regulations promulgated thereunder, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Underlying Securities and the Warrant Common Stock, as applicable. If at any time when a registration statement Registration Statement relating to the Underlying Securities or the Warrant Common Stock is required to be delivered under the Act any event shall have occurred as a result of which, in the opinion of counsel for the Company or your counsel, the registration statement Registration Statement relating to the Underlying Securities or the Warrant Common Stock as then amended or supplemented includes an untrue statement of a material fact or omits to state any material 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, or if it is necessary at any time to amend such registration statement Registration Statement to comply with the Act, the Company will promptly prepare and file with the Commission an appropriate amendment or supplement (in form satisfactory to you). (v) Endeavor in good faith, in cooperation with you, at or prior to the time the registration statement becomes effective, to qualify the Underlying Securities and/or the Warrant Stock, as applicable Common Stock for offering and sale under the securities laws relating to the offering or sale of the Underlying Securities and/or the Warrant Stock, as applicable in Common Stock of such jurisdictions as you may reasonably designate and to continue the qualifications in effect so long as required for purposes of the sale of the Underlying Securities and/or the Warrant Common Stock, as applicable; provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general process, or to taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless you agree that such action is not at the time necessary or advisable, file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction. For the purposes of this paragraph, "good faith" is defined as the same standard of care and degree of effort as the Company will use to qualify its securities other than the Underlying Securities and the Warrant Common Stock. (vi) Make generally available to its security holders as soon as practicable, but not later than the first day of the eighteenth full calendar month following the effective date of the registration statement, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the rules and regulations promulgated thereunder, but which shall satisfy the provisions of Section 11(a) of the Act) covering a period of at least twelve months beginning after the effective date of the registration statement. (vii) After the effective date of such registration statement, prepare, and promptly notify you of the proposed filing of, and promptly file with the Commission, each and every amendment or supplement thereto or to any registration statement Registration Statement forming a part thereof as may be necessary to make any statements therein not misleading in any material respect; provided that no such amendment or supplement shall be filed if you shall object thereto in writing promptly after being furnished a copy thereof. (viii) Furnish to you, as soon as available, copies of any such registration statement, including all statement and each preliminary or final registration statementsRegistration Statement, or supplement or amendment prepared pursuant thereto, all in such quantities as you may from time to time reasonably request; (ix) Make such representations and warranties to any underwriter of the Underlying Securities or the Warrant Common Stock, as applicable, and use your best efforts to cause Company counsel to render such usual and customary opinions to such underwriter, as such underwriter may reasonably request; and (x) Pay all costs and expenses incident to the performance of the Company's obligations under Subsection 3 (c3(c) above and under this Subsection 3 (f3(f), including without limitation the fees and disbursements of Company auditors auditors, engineers and legal counsel, of legal counsel for you and of legal counsel responsible for qualifying the Underlying Securities and/or the Warrant Common Stock under blue sky laws, all filing fees and printing expenses, all expenses in connection with the transfer and delivery of the Underlying Securities and/or Warrant Common Stock, and all expenses in connection with the qualification of the Underlying Securities and/or the Warrant Common Stock under blue sky laws provided, however, that the Company shall not be responsible for indemnity discounts compensation and commissionsreimbursement of expenses to underwriters or selling agents for the included Underlying Common Stock.