Common use of Company’s Obligations Clause in Contracts

Company’s Obligations. a. In connection with the registration of Registrable Securities on behalf of the holders thereof (such Securityholders being referred to herein as "Sellers") in accordance with Section 10.1 or Section 10.2 above, the Company agrees to: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective as provided herein; (ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; (iv) prepare and file with the SEC such amendments of and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period as required herein, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Seller, at any time when a prospectus relating to such Seller's Registrable Securities is required to be delivered under the Securities Act, of the occurrence 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 any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (viii)cause all such Registrable Securities to be listed on any Exchange or NASDAQ on which similar securities issued by the Company are then listed; (ix) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith efforts to obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b). c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing. d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.

Company’s Obligations. a. In connection with the registration of Registrable Securities on behalf of the holders thereof (such Securityholders being referred to herein as "Sellers") in accordance with Section 10.1 or Section 10.2 above, the Company agrees to: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become and remain effective as provided herein; (ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; (iv) prepare and file with the SEC such amendments of and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period as required herein, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Seller, at any time when a prospectus relating to such Seller's Registrable Securities is required to be delivered under the Securities Act, of the occurrence 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 any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (viii)cause viii) cause all such Registrable Securities to be listed on any Exchange or NASDAQ on which similar securities issued by the Company are then listed; (ix) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith efforts to obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the Sellers or any underwriter may reasonably request; (xiii)with xiii) with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b). c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing. d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.

Company’s Obligations. a. In connection with Promptly following receipt of a Request Notice, the Company shall (i) notify each Holder (except the Requesting Holder) of the receipt of a Request Notice and (ii) shall use its commercially reasonable efforts to effect such registration (including, without limitation, preparing and filing a registration statement under the Securities Act (each such registration statement, a "Registration Statement") effecting the registration of Registrable under the Securities on behalf of the holders thereof (such Securityholders being referred to herein as "Sellers") Act, for public sale in accordance with the method of disposition specified in such Request Notice) of the Registrable Securities specified in the Request Notice (and in any notices that the Company receives from other Holders no later than the 15th calendar day after receipt of the notice sent by the Company) (such other Holders and the Requesting Holders, the "Requesting Holders"); provided, however, that the Company's obligations under this Section 10.1 or Section 10.2 above3.1(b) shall be subject to such registration being for no less than the higher of 500,000 shares and 1% of the outstanding Voting Securities. If such method of disposition shall be an underwritten public offering, the Company agrees to: (i) prepare and file with may designate the SEC a registration statement with respect to managing underwriter of such shares and use its best efforts to cause such registration statement to become and remain effective as provided herein; (ii) enter into a cross-indemnity agreementoffering, in customary form, with each underwriter, if any; (iii) subject to the provisions approval of Section 10.1 and Section 10.2 regarding reductions in the Requesting Holders holding a majority of the Registrable Securities to be included in a registrationregistered, include which approval shall not be withheld unreasonably. The Company shall be obligated to register Registrable Securities pursuant to this Section 3.1 on not more than three (3) occasions in the registration statement filed with the SEC, the Registrable Securities for which requests for registration have been made; and promptly after filing of such a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to each Seller copies aggregate on behalf of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued or threatened by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; (iv) prepare and file with the SEC such amendments of and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period as required herein, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement Holders (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order any transferees or assignees of Investor pursuant to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such SellerSection 3.10); provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Seller, at any time when file a prospectus relating to such Seller's Registrable Securities is required to be delivered under the Securities Act, of the occurrence 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 any material fact necessary to make the statements therein not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (viii)cause all such Registrable Securities to be listed on any Exchange or NASDAQ on which similar securities issued by the Company are then listed; (ix) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition Registration Statement pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; a Request Notice less than six (xii) with respect to any underwritten offering, use its reasonable good faith efforts to obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (126) months subsequent to following the later of the effective date of the most recent Registration Statement filed pursuant to a Request Notice or the last sale of securities pursuant to any such Registration Statement; and provided, further, that one of such three demand registrations (the "Shelf Request") may be used for a shelf registration statementstatement (which (i) shall include as selling stockholders, if requested by Investor, any limited partners of Investor to which earnings statement shall satisfy the provisions of Section 11(aInvestor has distributed Registrable Securities and (ii) of the Securities Act and Rule 158 thereunder. b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time required to maintain the effectiveness thereof beyond one year (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at whichbut the Company may, in its sole discretion, maintain the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant to the registration statement would materially and adversely affect an underwritten public offering effectiveness thereof for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(bsuch longer period as it desires), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b). c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by it, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing. d. Each Seller agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Seller's receipt of copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above and, if so directed by the Company, such Seller will deliver to the Company (at the Company's expense) all copies, other than permanent file copies in such Seller's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 10.3(a)(iv) above shall be extended by the number of days during the period from and including the date of giving of such notice to and including the date when each Seller shall have received the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above. e. The Company shall not file or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise as the Seller of any securities of the Company unless such reference to such Seller is required by the Securities Act or any similar federal statute then in force.

Company’s Obligations. a. In connection with the registration of Registrable Securities on behalf of the holders thereof (such Securityholders being referred to herein as "Sellers") in accordance with Section 10.1 or Section 10.2 above, the The Company covenants and agrees tothat: (ia) (subject to the provisions of this Section 4), within 30 days from the Closing, it will prepare and file with the SEC Commission a registration statement with respect on Form S-3 (or if such form is not available, a Form S-1) (the “Registration Statement”) covering all of the Shares (the “Registrable Securities”) for a secondary or resale offering to such shares and be made on a continuous basis pursuant to Rule 415. The Company will use its best commercially reasonable efforts to cause the Registration Statement to be declared effective under the Act within 120 days of the Closing and to keep the Registration Statement continuously effective until the earlier of (i) such registration statement to become and remain effective as provided herein; time that all of the Registrable Securities have been sold or (ii) enter into a cross-indemnity agreement, in customary form, with each underwriter, if any; (iii) subject to the provisions of Section 10.1 and Section 10.2 regarding reductions in Registrable Securities to be included in a registration, include in the registration statement filed with the SEC, date when the Registrable Securities are eligible for which requests for registration have been made; and promptly after filing resale pursuant to paragraph (k) of such a registration statement or prospectus or any amendments or supplements theretoRule 144 promulgated under the Act. In addition, the Company shall furnish timely supplement and amend the Registration Statement if required by the rules, regulations or instructions applicable to each Seller copies of all such documents so filed including, if requested, documents incorporated by reference in the registration statement; and notify each Seller of any stop order issued form used for the Registration Statement or threatened if required by the SEC and use its best efforts to prevent the entry of such stop order or to remove it if entered; Securities Act. If (ivi) prepare and file with the SEC such amendments of and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for such period as required herein, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the Sellers set forth in such registration statement; (v) furnish to each Seller and each underwriter, if any, without charge, such number of copies of the registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Seller may reasonably request in order to facilitate the disposition of the Registrable Securities proposed to be sold by such Seller; (vi) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or Blue Sky laws of such jurisdictions as any Seller or any such underwriter reasonably requests in writing and keep such registrations or qualifications in effect for so long as such registration statement remains in effect and do any and all acts and things which may be reasonably necessary or advisable to enable such Seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller; provided, however, that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify, or subject itself to taxes, in all instances, but for this Section 10.3(a)(vi), or (B) consent to general service of process in any such jurisdiction; (vii) notify each Seller, at any time when a prospectus relating to such Seller's Registrable Securities is required to be delivered made available under the Securities Act, of the occurrence of Company discovers that, or any event occurs as a result of which which, the prospectus (including any supplement thereto) included in such registration statement contains the Registration Statement, as then in effect, 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 therein, in the light of the circumstances under which they were made, not misleading, and as soon as practicable prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (viii)cause all such Registrable Securities to be listed on any Exchange or NASDAQ on which similar securities issued by the Company are then listed; (ix) provide a transfer agent, registrar and CUSIP number for all such Registrable Securities not later than the effective date of such registration statement; (x) to the extent of an underwritten offering, enter into an underwriting agreement in customary form and take all such other actions that the Sellers or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by the Sellers and one (1) counsel acting for them, any underwriter participating in any disposition pursuant to such registration statement, and any counsel retained by any such underwriter, all pertinent financial and other information and corporate documents of the Company reasonably requested, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Seller, underwriter or counsel in connection with such registration statement; (xii) with respect to any underwritten offering, use its reasonable good faith efforts to obtain a "cold comfort" letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the Sellers or any underwriter may reasonably request; (xiii)with respect to an underwritten offering, use its reasonable good faith efforts to obtain an opinion of counsel to the Company, addressed to the Sellers and any underwriter, in customary form and including such matters as are customarily covered by such opinions in underwritten registered offerings of equity securities as the Sellers or any underwriter may reasonably request, such opinion to be reasonably satisfactory in form and substance to a majority in interest of the Sellers; and (xiv) otherwise use its commercially reasonable good faith efforts to comply with all applicable rules and regulations of the SEC, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months subsequent to the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. b. Any other provisions of this Section 10 notwithstanding, upon receipt by the Securityholders of a written notice signed by the chief executive officer or chief financial officer of the Company to the effect set forth below, the Company shall not be obligated during a reasonable period of time (not to exceed one hundred twenty (120) days) thereafter to effect any registrations pursuant to this Section 10, at any time at which, in the Company's reasonable judgment, (i) there is a development involving the Company or any of its affiliates which is material but which has not yet been publicly disclosed or (ii) sales pursuant the Commission issues any stop order suspending the effectiveness of the Registration Statement or proceedings are initiated or threatened for that purpose, then the Company shall promptly deliver a written notice to such effect to the registration statement would materially and adversely affect an underwritten public offering for the account of the Company or any other material financing project or a proposed or pending material merger or other material acquisition or material business combination or material disposition of the Company's assets, to which the Company or any of its affiliates is, or is expected to be, a party. In the event a registration is postponed in accordance with this Section 10.3(b), (x) the Company must (unless otherwise instructed by those holders who requested such registration) file the requested registration within six (6) months from the date the Company first received the request of the holders, (y) the Company may not defer the filing of a requested registration pursuant to this Section 10.3(b) more than once in any twelve (12)-month period, and (z) there shall be added to the period during which the Company is obligated to keep a registration effective the number of days for which the registration was postponed pursuant to this Section 10.3(b). c. The Company may require that each Seller, as a condition to registering his, her or its Registrable Securities pursuant hereto, furnish the Company with such information regarding such Seller, the number of the Registrable Securities owned by itInvestor, and the intended method of distribution of the Registrable Securities proposed to be sold by such Seller as the Company may from time to time reasonably request in writing. d. Each Seller agrees that, Investor shall immediately upon receipt of any such notice from the Company of the occurrence of any event of the kind described in Section 10.3(a)(vii) above, such Seller shall forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities Registration Statement until such Seller's receipt of the copies of the supplemented or amended prospectus contemplated by Section 10.3(a)(vii) above the immediately following sentence is made available and, if so directed by the Company, such Seller will shall deliver to the Company (at the Company's expense) ), if applicable, all copies, other than permanent file copies copies, then in such Sellerthe Investor's possession, possession of the prospectus covering or prospectus supplement relating to such Registrable Securities current at the time of receipt of such notice. In As promptly as practicable following the event or discovery referred to in clause (i) of the immediately preceding sentence, the Company shall give any prepare and make available to Investor the amendment or supplement of such noticeprospectus so that, as thereafter made available to purchasers of such Registrable Securities, such prospectus shall not 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 the light of the circumstances under which they were made, not misleading. Notwithstanding anything to the contrary in this Section 4 if the filing or maintenance of the Registration Statement would require the Company to make a disclosure that would, in the good faith, reasonable judgment of the Company's Board of Directors, have a material adverse effect on the business, operations, properties, prospects or financial condition of the Company or on pending or imminent transactions, the period mentioned in Section 10.3(a)(iv) above Company shall be extended have the right, upon delivery to the Investor of a certificate executed by the number Company's chief executive officer certifying the Board of days during Directors' finding (a "Blackout Notice") to delay the period from and including filing (but not the date of giving of such notice to and including the date when each Seller shall have received the copies preparation) of the supplemented Registration Statement or amended of any amendment or supplement thereto, to suspend its obligation to maintain the effectiveness of the Registration Statement and to suspend the use of any prospectus contemplated by Section 10.3(a)(viior prospectus supplement in connection with the Registration Statement, in each case for a reasonable amount of time not to exceed thirty (30) above. e. The days (the "Blackout Period") within the ninety (90) day period beginning on the first day of a Blackout Period; provided, however, that the Company shall not file deliver a Blackout Notice more than twice in any 365-day period; and provided, further that any Blackout Period shall only be effective when and for so long as other holders, if any, of registration rights with respect to the Company's securities are restricted from exercising their registration rights to the same or permit the filing of any registration or comparable statement which refers to any Seller by name or otherwise greater extent as the Seller Investor. Investor agrees that upon receipt of any securities a Blackout Notice, it shall immediately cease all efforts to dispose of Registrable Securities pursuant to the Registration Statement until such time as the Company shall notify it of the Company unless end of such reference to such Seller is required by restrictions or, if earlier, the Securities Act or any similar federal statute then in forceexpiration of the Blackout Period.