Common use of Notify the Clause in Contracts

Notify the. Registered Holders and the managing underwriters, if any, promptly, and (if requested by any such person) confirm such advice in writing, (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a registration statement or the initiation of any proceeding for that purpose, (iv) if at any time the representations and warranties of Corporation contemplated by subsection 9.1.10 cease to be true and correct, (v) of the receipt by Corporation of any notification with respect to the suspension or qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (vi) of the happening of any event which requires the making of any changes in a registration statement or related prospectus so that such documents will not contain any 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 and (vii) of Corporation's reasonable determination that a post-effective amendment to a registration statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such registration statement inadvisable pending such disclosures and post-effective amendment.

Notify the. Registered Holders and Special Counsel as promptly as possible (and, in the managing underwriterscase of (i)(A) below, if any, promptly, not less than five (5) days prior to such filing) and (if requested by any such personPerson) confirm such advice notice in writing, writing no later than one (i1) Business Day following the day (i)(A) when a prospectus Prospectus or any prospectus Prospectus supplement or post-effective amendment has been to the Registration Statement is filed, and, ; (B) when the Commission notifies the Company whether there will be a "review" of such Registration Statement and whenever the Commission comments in writing on such Registration Statement and (C) with respect to a registration statement the Registration Statement or any post-effective amendment, when the same has become effective, ; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a registration statement the Registration Statement or related prospectus Prospectus or for additional information, ; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a registration statement the Registration Statement covering any or all of the Registrable Securities or the initiation of any proceeding Proceedings for that purpose, ; (iv) if at any time any of the representations and warranties of Corporation the Company contained in any agreement contemplated by subsection 9.1.10 cease hereby ceases to be true and correct, correct in all material respects; (v) of the receipt by Corporation the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, ; and (vi) of the happening occurrence of any event which that makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the making Registration Statement, Prospectus or other documents so that, in the case of any changes in a registration statement the Registration Statement or related prospectus so that such documents the Prospectus, as the case may be, it will not contain any 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 therein, in the light of the circumstances under which they were made, not misleading and (vii) of Corporation's reasonable determination that a post-effective amendment to a registration statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such registration statement inadvisable pending such disclosures and post-effective amendmentmisleading.

Notify the. Registered Holders Investors as promptly as reasonably possible and the managing underwriters, if any, promptlyas simultaneously as reasonably possible, and (if requested by any such person) the Investors confirm such advice notice in writingwriting no later than three Trading Days thereafter, of any of the following events: (i) when the SEC notifies the Company whether there will be a prospectus or “review” of any prospectus supplement or post-effective amendment has been filed, and, with respect to a registration statement Registration Statement; (ii) the SEC comments in writing on any Registration Statement; (iii) any Registration Statement or any post-effective amendment, when amendment is declared effective; (iv) the same has become effective, SEC or any other Federal or state governmental authority requests any amendment or supplement to any Registration Statement or Prospectus or requests additional information related thereto; (iiv) of any request by the Commission for amendments or supplements to a registration statement or related prospectus or for additional information, (iii) of the issuance by the Commission of SEC issues any stop order suspending the effectiveness of a registration statement any Registration Statement or the initiation of initiates any proceeding Proceedings for that purpose, ; (ivvi) if at the Company receives notice of any time the representations and warranties of Corporation contemplated by subsection 9.1.10 cease to be true and correct, (v) suspension of the receipt by Corporation of any notification with respect to the suspension qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threat of any proceeding Proceeding for such purpose, ; or (vivii) of the happening of financial statements included in any event which requires the making of Registration Statement become ineligible for inclusion therein or any changes in a registration statement Registration Statement or related prospectus so that such documents will not contain Prospectus or other document contains any untrue statement of a material fact or omit 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 (vii) of Corporation's reasonable determination that a post-effective amendment to a registration statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such registration statement inadvisable pending such disclosures and post-effective amendmentmisleading.

Notify the. Registered Holders and Special Counsel as promptly as possible (and, in the managing underwriterscase of (i)(A) below, if any, promptly, not less than two (2) days prior to such filing) and (if requested by any such personthe Special Counsel) confirm such advice notice in writing, writing no later than two (i2) Business Days following the day (i)(A) when a prospectus Prospectus or any prospectus Prospectus supplement or post-effective amendment has been to the Registration Statement is filed, and, ; (B) when the Commission notifies the Company whether there will be a "review" of such Registration Statement and whenever the Commission comments in writing on such Registration Statement and (C) with respect to a registration statement the Registration Statement or any post-effective amendment, when the same has become effective, ; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements to a registration statement the Registration Statement or related prospectus Prospectus or for additional information, ; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a registration statement the Registration Statement covering any or all of the Registrable Securities or the initiation or threatening of any proceeding Proceedings for that purpose, ; (iv) if at any time the representations and warranties of Corporation contemplated by subsection 9.1.10 cease to be true and correct, (v) of the receipt by Corporation the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation of any proceeding Proceeding for such purpose, ; and (viv) of the happening occurrence of any event which that makes any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the making Registration Statement, Prospectus or other documents so that, in the case of any changes in a registration statement the Registration Statement or related prospectus so that such documents the Prospectus, as the case may be, it will not contain any 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 therein, in the light of the circumstances under which they were made, not misleading and (vii) of Corporation's reasonable determination that a post-effective amendment to a registration statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such registration statement inadvisable pending such disclosures and post-effective amendmentmisleading.

Notify the. Registered Holders and Special Counsel as promptly as reasonably possible (and, in the managing underwriterscase of (i)(A) below, if any, promptly, not less than three Trading Days prior to such filing) and (if requested by any such personPerson) confirm such advice notice in writing, writing promptly following the day (ii)(A) when a prospectus Prospectus or any prospectus Prospectus supplement or post-effective amendment has been to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a "review" of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to the Special Counsel that pertain to the Holders as a Selling Stockholder or to the Plan of Distribution, and, but not information which the Company believes would constitute material and non-public information); and (C) with respect to a registration statement each Registration Statement or any post-effective amendment, when the same has become effective, ; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a registration statement Registration Statement or related prospectus Prospectus or for additional information, ; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a registration statement Registration Statement covering any or all of the Registrable Securities or the initiation of any proceeding Proceedings for that purpose, ; (iv) if at any time the representations and warranties of Corporation contemplated by subsection 9.1.10 cease to be true and correct, (v) of the receipt by Corporation the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction jurisdiction, or the initiation or threatening of any proceeding Proceeding for such purpose, ; and (viv) of the happening occurrence of any event which requires or passage of time that makes the making of any changes financial statements included in a registration Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or related prospectus Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that that, in the case of such documents Registration Statement or the Prospectus, as the case may be, it will not contain any 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 therein, in light of the circumstances under which they were made, not misleading and (vii) of Corporation's reasonable determination that a post-effective amendment to a registration statement would be appropriate or that there exist circumstances not yet disclosed to the public which make further sales under such registration statement inadvisable pending such disclosures and post-effective amendmentmisleading.