Common use of Information and Copies Clause in Contracts

Information and Copies. (a) The Company shall furnish to each seller of Registrable Securities such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the 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 owned by such seller. (b) The Company shall promptly notify each seller of Registrable Securities of the happening of any event as a result of which the prospectus included in the Registration Statement contains 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 not misleading in light of the circumstances then existing and shall use commercially reasonable efforts to prepare and file with the SEC, and promptly notify each holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made and in the case of an amendment to the Registration Statement, use reasonable best efforts to cause it to become effective as soon as possible. Upon receipt of any notice from the Company of the happening of any event of the kind described above, each seller of Registrable Securities will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such seller's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the use of the prospectus may be resumed. (c) The Company shall make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant, or other agent retained by any such seller or underwriter, all financial and other records of the Company (reasonably requested), the Company's applicable corporate documents and contracts as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent in connection with the Registration Statement; provided, however, that each seller of Registrable Securities agrees that information obtained by it as a result of such inspections which is deemed confidential shall not be used by it as the basis for any market transaction in the Company's securities unless and until such information is made generally available to the public and each such seller shall cause any attorney, accountant, or agent retained by such seller or underwriter to keep confidential any such information. (d) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Company Common Stock included in the Registration Statement for sale in any jurisdiction, the Company will promptly notify each seller of such and will use reasonable efforts to obtain the withdrawal of such order. (e) The Company reserves the right to postpone for a reasonable period of time, not to exceed in the aggregate 90 days from the date notification of such delay is sent to the holders of Registrable Securities during any 365 day period, the filing or the effectiveness of the Registration Statement if the Company's Board of Directors in good faith determines that (i) such registration might have a material adverse effect on any of the Company's plans or proposals with respect to any financing, acquisition, recapitalization, reorganization, or other material transaction, or (ii) the Company is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company.

Information and Copies. (a) The Company shall furnish to each seller of Registrable Securities such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the 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 owned by such seller. (b) The Company shall promptly notify each seller of Registrable Securities promptly of the happening of any event as a result of which the prospectus included in the Registration Statement contains 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 not misleading in light of the circumstances then existing and shall use commercially reasonable efforts to prepare and file with the SEC, and promptly notify each holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made and in the case of an amendment to the Registration Statement, use reasonable best efforts to cause it to become effective as soon as possible. Upon receipt of any notice from the Company of the happening of any event of the kind described above, each seller of Registrable Securities will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such seller's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the use of the prospectus may be resumed. (c) The Company shall make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant, or other agent retained by any such seller or underwriter, all financial and other records of the Company (reasonably requested), the Company's applicable corporate documents and contracts as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent in connection with the Registration Statement; provided, however, that each seller of Registrable Securities agrees that information obtained by it as a result of such inspections which is deemed confidential shall not be used by it as the basis for any market transaction in the Company's securities unless and until such information is made generally available to the public and each such seller shall cause any attorney, accountant, or agent retained by such seller or underwriter to keep confidential any such information. (d) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Company Common Stock included in the Registration Statement for sale in any jurisdiction, the Company will promptly notify each seller of such and will use reasonable efforts to obtain the withdrawal of such order. (e) The Company reserves the right to postpone for a reasonable period of time, not to exceed in the aggregate 90 days from the date notification of such delay is sent to the holders of Registrable Securities during any 365 day period, the filing or the effectiveness of the Registration Statement if the Company's Board of Directors in good faith determines that (i) such registration might have a material adverse effect on any of the Company's plans or proposals with respect to any financing, acquisition, recapitalization, reorganization, or other material transaction, or (ii) it would be seriously detrimental to the Company is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences and its stockholders for such registration to the Companybe effected at such time.

Information and Copies. (a) The Company shall furnish to each seller of Registrable Securities such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the 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 owned by such seller. (b) The Company shall promptly notify each seller of Registrable Securities promptly of the happening of any event as a result of which the prospectus included in the Registration Statement contains 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 not misleading in light of the circumstances then existing and shall use commercially reasonable efforts to prepare and file with the SEC, and promptly notify each holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made and in the case of an amendment to the Registration Statement, use reasonable best efforts to cause it to become effective as soon as possible. Upon receipt of any notice from the Company of the happening of any event of the kind described above, each seller of Registrable Securities will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such seller's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the use of the prospectus may be resumed. (c) The Company shall make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant, or other agent retained by any such seller or underwriter, all financial and other records of the Company (reasonably requested), the Company's applicable corporate documents and contracts as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent in connection with the Registration Statement; provided, however, that each seller of Registrable Securities agrees that information obtained by it as a result of such inspections which is deemed confidential shall not be used by it as the basis for any market transaction in the Company's securities unless and until such information is made generally available to the public and each such seller shall cause any attorney, accountant, or agent retained by such seller or underwriter to keep confidential any such information. (d) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Company Common Stock included in the Registration Statement for sale in any jurisdiction, the Company will promptly notify each seller of such and will use reasonable efforts to promptly obtain the withdrawal of such order. (e) The Company reserves the right to postpone for a reasonable period of time, not to exceed in the aggregate 90 120 days from the date notification of such delay is sent to the holders of Registrable Securities during any 365 day period, the filing or the effectiveness of the Registration Statement if the Company's Board of Directors in good faith determines that (i) such registration might have a material adverse effect on any of the Company's plans or proposals with respect to any financing, acquisition, recapitalization, reorganization, or other material transaction, or (ii) the Company is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company.

Information and Copies. (a) The Company shall furnish to each seller the holder of the Registrable Securities such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including each preliminary prospectus), and such other documents as such seller Xxxxx may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerholder. (b) The Company shall promptly notify each seller the holder of the Registrable Securities of the happening of any event as a result of which the prospectus included in the Registration Statement contains 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 not misleading in light of the circumstances then existing and shall use commercially reasonable efforts to prepare and file with the SEC, and promptly notify each holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made and in the case of an amendment to the Registration Statement, use reasonable best efforts to cause it to become effective as soon as possible. Upon receipt of any notice from the Company of the happening of any event of the kind described above, each seller the holder of the Registrable Securities will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such seller's holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the use of the prospectus may be resumed. (c) The Company shall make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant, or other agent retained by any such seller or underwriter, all financial and other records of the Company (reasonably requested), the Company's applicable corporate documents and contracts as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent in connection with the Registration Statement; provided, however, that each seller of Registrable Securities agrees that information obtained by it as a result of such inspections which is deemed confidential shall not be used by it as the basis for any market transaction in the Company's securities unless and until such information is made generally available to the public and each such seller shall cause any attorney, accountant, or agent retained by such seller or underwriter to keep confidential any such information. (d) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Company Common Stock Registrable Securities included in the Registration Statement for sale in any jurisdiction, the Company will promptly notify each seller the holder of the Registrable Securities of such and will use reasonable efforts to obtain the withdrawal of such order. (ed) The Company reserves the right to postpone for a reasonable period of time, not to exceed in the aggregate 90 days from the date notification of such delay is sent to the holders of Registrable Securities during any 365 day period, the filing or the effectiveness of the Registration Statement if the Company's Company in the good faith judgment of the Board of Directors in good faith determines that (i) such registration might have a material adverse effect on any of the Company's ’s plans or proposals with respect to any financing, acquisition, recapitalization, reorganization, or other material transaction, or (ii) the Company is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company.

Information and Copies. (a) The Company shall furnish to each seller of Registrable Securities Holder electing to include its Common Stock in the Registration Statement such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including each preliminary prospectus)Prospectus, and such other documents as such seller Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerit. (b) The Company shall promptly notify each seller of Purchaser whose Registrable Securities are included in the Registration Statement of the happening of any event as a result of which the prospectus included in the Registration Statement Prospectus contains 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 not misleading in light of the circumstances then existing under which it is made and shall use commercially reasonable efforts to prepare and file with the SECCommission, and promptly notify each holder of Registrable Securities such Purchasers of the filing of, a supplement to such prospectus Prospectus or an amendment to the Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made and in the case of an amendment to the Registration Statement, use reasonable best efforts to cause it to become effective as soon as possible. Each Purchaser shall promptly notify the Company of the happening of any event applicable to it, as a result of which the Prospectus contains an untrue statement of a material fact or omits to state any material fact stated therein or necessary to make the statements therein in relation to such Purchaser not misleading in light of the circumstances under which it is made. Upon receipt of any notice from the Company, or provision of any notice to the Company by any Purchaser, of the happening of any event of the kind described above, each seller of Registrable Securities such Purchaser will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such seller's Purchaser’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it such Purchaser is advised in writing by the Company that the use of the prospectus Prospectus may be resumed. (c) The Company shall make available for inspection by any seller of Registrable Securitieseach Purchaser, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant, or other agent retained by any such seller Purchaser or any underwriter, all financial and other records of the Company (reasonably requested), the Company's ’s applicable corporate documents and contracts as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such sellerPurchaser, as well as any underwriter, attorney, accountant, or agent in connection with the Registration Statement; provided, however, that each seller of Registrable Securities Purchaser agrees that information obtained by it such Purchaser as a result of such inspections which constitutes confidential information is subject to the confidentiality provisions of Section 22 of the Purchase Agreement and is deemed confidential shall not be used by it such Purchaser as the basis for any market transaction in the Company's ’s securities unless and until such information is made generally available to the public public, and each such seller Purchaser shall use its best efforts to cause any attorney, accountant, or agent retained by such seller or underwriter Purchaser to keep confidential any such information. (d) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus Prospectus or suspending the qualification of any Company Common Stock included in the Registration Statement for sale in any jurisdiction, the Company will promptly notify each seller Purchasers of such and will use reasonable efforts to obtain the withdrawal of such order. (e) The Company reserves the right to postpone for a reasonable period of time, not to exceed in the aggregate 90 days from the date notification of such delay is sent to the holders of Registrable Securities during any 365 day period, the filing or the effectiveness of the Registration Statement if the Company's Board of Directors in good faith determines that (i) such registration might have a material adverse effect on any of the Company's plans or proposals with respect to any financing, acquisition, recapitalization, reorganization, or other material transaction, or (ii) the Company is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company.

Information and Copies. (a) The Company shall furnish to each seller of Registrable Securities Holder electing to include its Common Stock in the Registration Statement such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including each preliminary prospectus)Prospectus, and such other documents as such seller Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerit. (b) The Company shall promptly notify each seller of Holder whose Registrable Securities are included in the Registration Statement of the happening of any event as a result of which the prospectus included in the Registration Statement Prospectus contains 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 not misleading in light of the circumstances then existing under which it is made and shall use commercially reasonable efforts to prepare and file with the SECCommission, and promptly notify each holder of Registrable Securities such Holders of the filing of, a supplement to such prospectus Prospectus or an amendment to the Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made and in the case of an amendment to the Registration Statement, use reasonable best efforts to cause it to become effective as soon as possible. Each Holder shall promptly notify the Company of the happening of any event applicable to it, as a result of which the Prospectus contains an untrue statement of a material fact or omits to state any material fact stated therein or necessary to make the statements therein in relation to such Holder not misleading in light of the circumstances under which it is made. Upon receipt of any notice from the Company, or provision of any notice to the Company by any Holder, of the happening of any event of the kind described above, each seller of Registrable Securities such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such seller's Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it such Holder is advised in writing by the Company that the use of the prospectus Prospectus may be resumed. (c) The Company shall make available for inspection by any seller of Registrable Securitieseach Holder, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant, or other agent retained by any such seller Holder or any underwriter, all financial and other records of the Company (reasonably requested), the Company's ’s applicable corporate documents and contracts as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such sellerHolder, as well as any underwriter, attorney, accountant, or agent in connection with the Registration Statement; provided, however, that each seller of Registrable Securities Holder agrees that information obtained by it such Holder as a result of such inspections which constitutes confidential information is subject to the confidentiality provisions of Section 22 of the Note Purchase Agreement and is deemed confidential shall not be used by it such Holder as the basis for any market transaction in the Company's ’s securities unless and until such information is made generally available to the public public, and each such seller Holder shall use its best efforts to cause any attorney, accountant, or agent retained by such seller or underwriter Holder to keep confidential any such information. (d) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus Prospectus or suspending the qualification of any Company Common Stock included in the Registration Statement for sale in any jurisdiction, the Company will promptly notify each seller Holders of such and will use reasonable efforts to obtain the withdrawal of such order. (e) The Company reserves the right to postpone for a reasonable period of time, not to exceed in the aggregate 90 days from the date notification of such delay is sent to the holders of Registrable Securities during any 365 day period, the filing or the effectiveness of the Registration Statement if the Company's Board of Directors in good faith determines that (i) such registration might have a material adverse effect on any of the Company's plans or proposals with respect to any financing, acquisition, recapitalization, reorganization, or other material transaction, or (ii) the Company is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company.

Information and Copies. (a) The Company shall furnish to each seller of Registrable Securities Holder electing to include its Common Stock in the Registration Statement such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including each preliminary prospectus)Prospectus, and such other documents as such seller Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerit. (b) The Company shall promptly notify each seller of Purchaser whose Registrable Securities are included in the Registration Statement of the happening of any event as a result of which the prospectus included in the Registration Statement Prospectus contains 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 not misleading in light of the circumstances then existing under which it is made and shall use commercially reasonable efforts to prepare and file with the SECCommission, and promptly notify each holder of Registrable Securities such Purchasers of the filing of, a supplement to such prospectus Prospectus or an amendment to the Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made and in the case of an amendment to the Registration Statement, use reasonable best efforts to cause it to become effective as soon as possible. Each Purchaser shall promptly notify the Company of the happening of any event applicable to it, as a result of which the Prospectus contains an untrue statement of a material fact or omits to state any material fact stated therein or necessary to make the statements therein in relation to such Purchaser not misleading in light of the circumstances under which it is made. Upon receipt of any notice from the Company, or provision of any notice to the Company by any Purchaser, of the happening of any event of the kind described above, each seller of Registrable Securities such Purchaser will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such sellerPurchaser's receipt of the copies of the supplemented or amended prospectusProspectus, or until it such Purchaser is advised in writing by the Company that the use of the prospectus Prospectus may be resumed. (c) The Company shall make available for inspection by any seller of Registrable Securitieseach Purchaser, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant, or other agent retained by any such seller Purchaser or any underwriter, all financial and other records of the Company (reasonably requested), the Company's applicable corporate documents and contracts as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors, employees, and independent accountants to supply all information reasonably requested by any such sellerPurchaser, as well as any underwriter, attorney, accountant, or agent in connection with the Registration Statement; provided, however, that each seller of Registrable Securities Purchaser agrees that information obtained by it such Purchaser as a result of such inspections which constitutes confidential information is subject to the confidentiality provisions of Section 21 of the Purchase Agreement and is deemed confidential shall not be used by it such Purchaser as the basis for any market transaction in the Company's securities unless and until such information is made generally available to the public public, and each such seller Purchaser shall use its best efforts to cause any attorney, accountant, or agent retained by such seller or underwriter Purchaser to keep confidential any such information. (d) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus Prospectus or suspending the qualification of any Company Common Stock included in the Registration Statement for sale in any jurisdiction, the Company will promptly notify each seller Purchasers of such and will use reasonable efforts to obtain the withdrawal of such order. (e) The Company reserves the right to postpone for a reasonable period of time, not to exceed in the aggregate 90 days from the date notification of such delay is sent to the holders of Registrable Securities during any 365 day period, the filing or the effectiveness of the Registration Statement if the Company's Board of Directors in good faith determines that (i) such registration might have a material adverse effect on any of the Company's plans or proposals with respect to any financing, acquisition, recapitalization, reorganization, or other material transaction, or (ii) the Company is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company.

Information and Copies. (a) The Company shall furnish to each seller of Registrable Securities Holder electing to include its Common Stock in the Registration Statement such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including each preliminary prospectus)Prospectus, and such other documents as such seller Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerit. (b) The Company shall promptly notify each seller of Holder whose Registrable Securities are included in the Registration Statement of the happening of any event as a result of which the prospectus included in the Registration Statement Prospectus contains 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 not misleading in light of the circumstances then existing under which it is made and shall use commercially reasonable efforts to prepare and file with the SECCommission, and promptly notify each holder of Registrable Securities such Holders of the filing of, a supplement to such prospectus Prospectus or an amendment to the Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made and in the case of an amendment to the Registration Statement, use reasonable best efforts to cause it to become effective as soon as possible. Each Holder shall promptly notify the Company of the happening of any event applicable to it, as a result of which the Prospectus contains an untrue statement of a material fact or omits to state any material fact stated therein or necessary to make the statements therein in relation to such Holder not misleading in light of the circumstances under which it is made. Upon receipt of any notice from the Company, or provision of any notice to the Company by any Holder, of the happening of any event of the kind described above, each seller of Registrable Securities such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such seller's Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it such Holder is advised in writing by the Company that the use of the prospectus Prospectus may be resumed. (c) The Company shall make available for inspection by any seller of Registrable Securitieseach Holder, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant, or other agent retained by any such seller Holder or any underwriter, all financial and other records of the Company (reasonably requested), the Company's ’s applicable corporate documents and contracts as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such sellerHolder, as well as any underwriter, attorney, accountant, or agent in connection with the Registration Statement; provided, however, that each seller of Registrable Securities Holder agrees that information obtained by it such Holder as a result of such inspections which constitutes confidential information is subject to the confidentiality provisions of Section 21 of the Note Purchase Agreement and is deemed confidential shall not be used by it such Holder as the basis for any market transaction in the Company's ’s securities unless and until such information is made generally available to the public public, and each such seller Holder shall use its best efforts to cause any attorney, accountant, or agent retained by such seller or underwriter Holder to keep confidential any such information. (d) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus Prospectus or suspending the qualification of any Company Common Stock included in the Registration Statement for sale in any jurisdiction, the Company will promptly notify each seller Holders of such and will use reasonable efforts to obtain the withdrawal of such order. (e) The Company reserves the right to postpone for a reasonable period of time, not to exceed in the aggregate 90 days from the date notification of such delay is sent to the holders of Registrable Securities during any 365 day period, the filing or the effectiveness of the Registration Statement if the Company's Board of Directors in good faith determines that (i) such registration might have a material adverse effect on any of the Company's plans or proposals with respect to any financing, acquisition, recapitalization, reorganization, or other material transaction, or (ii) the Company is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company.

Information and Copies. (a) The Company shall furnish to each seller of Registrable Securities Holder electing to include its Common Stock in the Registration Statement such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the Registration Statement (including each preliminary prospectus)Prospectus, and such other documents as such seller Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such sellerit. (b) The Company shall promptly notify each seller of Holder whose Registrable Securities are included in the Registration Statement of the happening of any event as a result of which the prospectus included in the Registration Statement Prospectus contains 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 not misleading in light of the circumstances then existing under which it is made and shall use commercially reasonable efforts to prepare and file with the SECCommission, and promptly notify each holder of Registrable Securities such Holders of the filing of, a supplement to such prospectus Prospectus or an amendment to the Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made and in the case of an amendment to the Registration Statement, use reasonable best efforts to cause it to become effective as soon as possible. Each Holder shall promptly notify the Company of the happening of any event applicable to it, as a result of which the Prospectus contains an untrue statement of a material fact or omits to state any material fact stated therein or necessary to make the statements therein in relation to such Holder not misleading in light of the circumstances under which it is made. Upon receipt of any notice from the Company, or provision of any notice to the Company by any Holder, of the happening of any event of the kind described above, each seller of Registrable Securities such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such seller's Holder’s receipt of the copies of the supplemented or amended prospectusProspectus, or until it such Holder is advised in writing by the Company that the use of the prospectus Prospectus may be resumed. (c) The Company shall make available for inspection by any seller of Registrable Securitieseach Holder, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant, or other agent retained by any such seller Holder or any underwriter, all financial and other records of the Company (reasonably requested), the Company's ’s applicable corporate documents and contracts as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's ’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such sellerHolder, as well as any underwriter, attorney, accountant, or agent in connection with the Registration Statement; provided, however, that each seller of Registrable Securities Holder agrees that information obtained by it such Holder as a result of such inspections which constitutes confidential information is subject to the confidentiality provisions of Section 22 of the Purchase Agreement and is deemed confidential shall not be used by it such Holder as the basis for any market transaction in the Company's ’s securities unless and until such information is made generally available to the public public, and each such seller Holder shall use its best efforts to cause any attorney, accountant, or agent retained by such seller or underwriter Holder to keep confidential any such information. (d) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus Prospectus or suspending the qualification of any Company Common Stock included in the Registration Statement for sale in any jurisdiction, the Company will promptly notify each seller Holders of such and will use reasonable efforts to obtain the withdrawal of such order. (e) The Company reserves the right to postpone for a reasonable period of time, not to exceed in the aggregate 90 days from the date notification of such delay is sent to the holders of Registrable Securities during any 365 day period, the filing or the effectiveness of the Registration Statement if the Company's Board of Directors in good faith determines that (i) such registration might have a material adverse effect on any of the Company's plans or proposals with respect to any financing, acquisition, recapitalization, reorganization, or other material transaction, or (ii) the Company is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company.

Information and Copies. (a) The Company shall furnish to each seller of Registrable Securities such number of copies of the Registration Statement, each amendment and supplement thereto, the prospectus included in the 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 owned by such seller. (b) The Company shall promptly notify each seller of Registrable Securities of the happening of any event as a result of which the prospectus included in the Registration Statement contains 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 not misleading in light of the circumstances then existing and shall use commercially reasonable efforts to prepare and file with the SEC, and promptly notify each holder of Registrable Securities of the filing of, a supplement to such prospectus or an amendment to the Registration Statement so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made and in the case of an amendment to the Registration Statement, use reasonable best efforts to cause it to become effective as soon as possible. Upon receipt of any notice from the Company of the happening of any event of the kind described above, each seller of Registrable Securities will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until such seller's receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing by the Company that the use of the prospectus may be resumed. (c) The Company shall make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant, or other agent retained by any such seller or underwriter, all financial and other records of the Company (reasonably requested), the Company's applicable corporate documents and contracts as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent in connection with the Registration Statement; provided, however, that each seller of Registrable Securities agrees that information obtained by it as a result of such inspections which is deemed confidential shall not be used by it as the basis for any market transaction in the Company's securities unless and until such information is made generally available to the public and each such seller shall cause any attorney, accountant, or agent retained by such seller or underwriter to keep confidential any such information. (d) In the event of the issuance of any stop order suspending the effectiveness of the Registration Statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Company Common Stock included in the Registration Statement for sale in any jurisdiction, the Company will promptly notify each seller of such and will use reasonable efforts to obtain the withdrawal of such order. (e) The Company reserves the right to postpone for a reasonable period of time, not to exceed in the aggregate 90 days from the date notification of such delay is sent to the holders of Registrable Securities during any 365 day period, the filing or the effectiveness of the Registration Statement if the Company's Board of Directors in good faith determines that (i) such registration might have a material adverse effect on any of the Company's plans or proposals with respect to any financing, acquisition, recapitalization, reorganization, or other material transaction, or (ii) the Company is in possession of material non-public information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in other material adverse consequences to the Company.