Common use of Effectiveness of Registration Statements Clause in Contracts

Effectiveness of Registration Statements. The Company will use its best efforts to maintain the effectiveness of any Registration Statement pursuant to which any of the Registrable Securities are being offered until the earlier to occur of (i) the completion by the underwriters of distribution pursuant to such Registration Statement or (ii) six (6) months after the effectiveness of such Registration Statement, and from time to time will amend or supplement such Registration Statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act and any applicable state securities regulation. The Holders of Registrable Securities included in any Registration Statement will not (until further notice) effect sales thereof after receipt of written notice from the Company to suspend sales to permit the Company to correct or update such Registration Statement or prospectus; but the obligations of the Company with respect to maintaining any Registration Statement current and effective shall be extended by a period of days equal to the period such suspension is in effect. The Company will provide each Holder of Registrable Securities with as many copies of the prospectus contained in such Registration Statement as it may reasonably request. Blue Sky Qualification. In the event of any registration of Registrable Securities hereunder, the Company will exercise its best efforts to register and qualify the securities covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as the Holders shall reasonably request and as shall be reasonably appropriate for the distribution of such securities and to keep any such registration or qualification in effect during the effectiveness period set forth in Section 5; provided, however, that (i) the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and (ii) notwithstanding anything in this Agreement to the contrary, in the event any jurisdiction in which the securities shall be qualified imposes a non-waivable requirement that expenses incurred in connection with the qualification of the securities be borne by selling shareholders, such expenses shall be payable pro rata by selling shareholders. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY

Effectiveness of Registration Statements. (i) The Company will shall use its best efforts to maintain have the effectiveness Initial Registration Statement declared effective as soon as practicable, but in no event later than ninety (90) days after the date of this Agreement. The Company shall notify the Purchasers by facsimile or e-mail as promptly as practicable, and in any event, within twenty-four (24) hours, after any Registration Statement pursuant is declared effective and shall simultaneously provide the Purchasers with copies of any related Prospectus to which any be used in connection with the sale or other disposition of the securities covered thereby. If (A) the Initial Registration Statement covering the Registrable Securities are being offered until is not declared effective by the SEC prior to the earlier to occur of (i) the completion by the underwriters of distribution pursuant to such Registration Statement or five (ii5) six (6) months Business Days after the effectiveness SEC shall have informed the Company that no review of such Registration Statement, and from time to time will amend or supplement such Registration Statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act and any applicable state securities regulation. The Holders of Registrable Securities included in any Initial Registration Statement will not (until be made or that the SEC has no further notice) effect sales thereof after receipt of written notice from the Company to suspend sales to permit the Company to correct or update such Registration Statement or prospectus; but the obligations of the Company with respect to maintaining any Registration Statement current and effective shall be extended by a period of days equal to the period such suspension is in effect. The Company will provide each Holder of Registrable Securities with as many copies of the prospectus contained in such Registration Statement as it may reasonably request. Blue Sky Qualification. In the event of any registration of Registrable Securities hereunder, the Company will exercise its best efforts to register and qualify the securities covered by comments on the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as the Holders shall reasonably request and as shall be reasonably appropriate for the distribution of such securities and to keep any such registration or qualification in effect during the effectiveness period set forth in Section 5; provided, however, that (i) the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, and (ii) notwithstanding anything the 90th day after the date hereof; (B) after the Initial Registration Statement has been declared effective by the SEC, sales cannot be made pursuant to such Initial Registration Statement for any reason (including without limitation by reason of a stop order, the Company’s failure to update the Initial Registration Statement or on account of any event described in this Agreement Section 3(h)) or the inability of any Purchaser to sell the contraryRegistrable Securities covered thereby due to market conditions; or (C) the Initial Registration Statement ceases to remain continuously effective as to all Registrable Securities included thereunder, then the Company will make payments to each Purchaser, as liquidated damages and not as a penalty, in an amount equal to 1.0% of such Purchaser’s Investment Amount for the event first 30-day period or pro rata for any jurisdiction in portion thereof following the date by which such Initial Registration Statement should have been effective and 1.5% of such Purchaser’s Investment Amount for each 30-day period thereafter or pro rata for any portion thereof for which such Initial Registration Statement should have been effective (the securities “Blackout Period”); provided, that the maximum payments to any Purchaser pursuant to this Section 2(c) shall be qualified imposes a non-waivable requirement that expenses incurred in connection with not exceed 16.0% of such Purchaser’s Investment Amount. Such payments shall constitute the qualification Purchasers’ exclusive monetary remedy for such events, but shall not affect the right of the securities be borne by selling shareholders, such expenses shall be payable pro rata by selling shareholders. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPYPurchasers to seek injunctive relief.