Common use of Declaration of Effectiveness Clause in Contracts

Declaration of Effectiveness. The Company shall use its best efforts to cause the Registration Statement and any post-effective amendment subsequently filed to become effective as promptly as practicable, but shall not obtain an Effective Date or allow the Registration Statement to become effective without the approval of the Representative. The Company will promptly advise the Representative, and will confirm such advice in writing: (1) when the Registration Statement shall have become effective and when any amendment thereto shall have become effective and when any amendment of or supplement to the Prospectus shall have been filed with the Commission; (2) when the Commission shall make a request or suggestion for any amendment to the Registration Statement or the Prospectus or for additional information and the nature and substance thereof; (3) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement pursuant to Section 8 of the 1933 Act or of the initiation of any proceeding for that purpose; (4) of the happening of any event which, in the judgment of the Company, makes any material statement in the Registration Statement or Prospectus untrue or which requires the making of any change in the Registration Statement or Prospectus in order to make the statements therein not misleading; and (5) of the refusal to qualify or the suspension of the qualification of the Shares for offering or sale in any jurisdiction or of the institution of any proceeding for any of such purposes. The Company shall use every reasonable effort to prevent the issuance of any such order or of any order preventing or suspending such use, to prevent any such refusal to qualify or any such

Declaration of Effectiveness. The Company shall use its best efforts to cause the Registration Statement and any post-effective amendment subsequently filed with the Commission to become effective as promptly as practicable, but shall not obtain an Effective Date or allow the Registration Statement to become effective without the approval of the Representative. The Company will promptly advise the Representative, and will confirm such advice in writing: (1a) when of the effectiveness of the Registration Statement shall have become effective and when or any amendment thereto shall have become effective and when of the filing with the Commission of any amendment of or supplement to the Prospectus shall have been filed with the CommissionProspectus; (2b) when the Commission shall make a of any request or suggestion made by the Commission for any amendment to the Registration Statement or the Prospectus or for additional information and the nature and substance thereof; (3c) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement pursuant to Section 8 of the 1933 Act or of the initiation of any proceeding for that purpose; (4d) of the happening of any event which, in the judgment of the Company, makes any material statement in the Registration Statement or Prospectus untrue or which requires the making of any change in the Registration Statement or Prospectus in order to make the statements therein not misleading; and (5e) of the refusal failure to qualify or the suspension of the qualification of the Shares for offering or sale in any jurisdiction or of the institution of any proceeding for any of such purposes. The Company shall use every reasonable effort to prevent the issuance of any such order or of any order preventing or suspending such use, to prevent any such refusal failure to qualify or any suchsuch suspension and to obtain as soon as possible a lifting of any such order, the reversal of any such failure and the termination of any such suspension.