Common use of Documents Delivered to Holder Clause in Contracts

Documents Delivered to Holder. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriter of any offering pursuant to Section 4.1 or Section 4.2 hereof, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration statement includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the effective date of such registration statement (and, if such registration statement includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such Holder shall reasonably request.

Documents Delivered to Holder. The If requested by the Holder, the Company shall furnish to each Holder participating the Holder, in connection with its registration of any of the foregoing offerings Registrable Securities, and to each underwriter of any offering pursuant to Section 4.1 or Section 4.2 hereofunderwriter, if any, a signed counterpart, addressed to such the Holder or underwriter, of: (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration statement includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the effective date of such registration statement (and, if such registration statement includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to each Holder participating the Holder, in the offering requesting the correspondence and memoranda described below connection with its registration of any Registrable Securities, and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each the Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such the Holder shall reasonably request.

Documents Delivered to Holder. The Company shall furnish to each Holder participating in any of the foregoing offerings and to each underwriter of any offering pursuant to Section 4.1 or Section 4.2 hereof, if any, a signed counterpart, addressed to such Holder or underwriter, of: (i) an opinion of counsel to the Company, dated the effective date of such registration statement (and, if such registration statement includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the effective date of such registration statement (and, if such registration statement includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter, if any, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times as any such Holder underwriter shall reasonably request.

Documents Delivered to Holder. The Upon request, the Company shall furnish (and, in the case of clause (ii) below, shall use its reasonable best efforts to furnish) to each Holder participating in any of the foregoing offerings and to each underwriter of any offering pursuant to Section 4.1 or Section 4.2 hereofsuch offering, if any, a signed counterpart, addressed to such Holder or underwriter, of: of (i) an opinion of counsel to the Company, dated the effective date of such registration statement Registration Statement (and, if such registration statement includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “"cold comfort” " letter dated the effective date of such registration statement Registration Statement (and, if such registration statement includes an underwritten public offering, a letter dated the date of the closing under the underwriting agreement) signed by the independent registered public accounting firm which has accountants who have issued a report on the Company’s 's financial statements included in such registration statementRegistration Statement, in each case covering substantially the same matters with respect to such registration statement Registration Statement (and the prospectus Prospectus included therein) and, in the case of such accountants’ ' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s 's counsel and in accountants’ ' letters delivered to underwriters in underwritten public offerings of securities, with such changes or omissions therefrom as are appropriate under the circumstances. The Company shall also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter, if any, underwriter copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement Registration Statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement Registration Statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRAthe National Association of Securities Dealers, Inc. ("NASD"). Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably requestrequest and all of which shall be subject to any confidential restrictions as may be reasonably imposed by the Company. Following the effective date of any such registration, the Company shall upon the request of the Holder forthwith supply such a number of Prospectuses meeting the requirements of the Act, as shall be reasonably requested to make a public offering of the Registrable Securities from time to time offered or sold by such Holder.