Common use of Obligation of the Company Clause in Contracts

Obligation of the Company. Whenever required under this Section 7 to effect the registration of any Registerable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registerable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registerable Securities registered thereunder, keep such registration statement effective for up to ninety (90) days. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders such numbers of copies of the prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registerable Securities owned by them. (d) Use its best efforts to obtain NASD clearance and register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to file a general consent to service of process or to meet any other requirements deemed by the Company to be unduly burdensome in any such states or jurisdictions. (e) Notify each Holder of Registerable Securities covered by such registration statement, or the Holder's designated attorney-in-fact, at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (f) Furnish, at the request of any Holder requesting registration of Registerable Securities pursuant to this Section 7, on the date that such Registerable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 7, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registerable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registerable Securities.

Obligation of the Company. Whenever required under this Section 7 Subject to the terms of the Warrant, in the event that the Company is to effect the registration of any Registerable SecuritiesRegistrable Securities pursuant to Section 2 hereof, the Company shall, as expeditiously as reasonably possible:shall promptly: 58 (a) Prepare and file with the SEC a registration statement with respect to such Registerable Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders holders of a majority of the Registerable Securities securities registered thereunder, keep such registration statement effective for up to ninety (90) 120 days, or such shorter period as is required to dispose of all securities covered by such registration statement. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders Holder such numbers number of copies of the a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they Holder may reasonably request in order to facilitate the disposition of Registerable Registrable Securities owned by themHolder. (d) Use its best efforts to obtain NASD clearance and register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the HoldersHolder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, business or to file a general consent to service of process or to meet any other requirements deemed by the Company to be unduly burdensome in any such states or jurisdictionsjurisdictions or to agree to any restrictions as to the conduct of its business in the ordinary course thereof. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Holder shall also enter into and perform its obligations under such underwriting agreement, including furnishing an opinion of counsel for such Holder if requested by the managing underwriter. f) Notify each Holder of Registerable Securities covered by such registration statement, or the Holder's designated attorney-in-fact, at any time when a prospectus relating thereto to Registrable Securities of Holder covered by such registration statement is required to be delivered under the Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existingunder which they were made. (fg) Furnish, at the request of any Holder requesting registration of Registerable Securities pursuant to this Section 7Holder, on the date that such Registerable Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 7the Warrant, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registerable Securities Holder and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and 59 substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registerable SecuritiesHolder.

Obligation of the Company. Whenever required under this Section 7 1 -------------------------- to effect the registration of any Registerable Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registerable Registrable Securities and use its best efforts to cause such registration statement to become effective, effective and, upon the request of the Holders of a majority of the Registerable Registrable Securities registered thereunder, keep such registration statement effective for up to ninety one hundred twenty (90120) daysdays for the purpose of selling all stock or securities registered with the SEC. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders such numbers of copies of the a prospectus, including a preliminary prospectus, prospectus in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registerable Registrable Securities owned by them. (d) Use its best efforts to obtain NASD clearance and register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, business or to file a general consent to service of process or to meet any other requirements deemed by the Company to be unduly burdensome in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. f) Notify each Holder of Registerable Registrable Securities covered by such registration statement, or the Holder's designated attorney-in-fact, statement at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Act, Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (fg) Furnish, at the request of any Holder requesting registration of Registerable Registrable Securities pursuant to this Section 71, on the date that such Registerable Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 7, 1 if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, underwriters on the date that the registration statement with respect to such securities becomes effective effective, (i) an opinion, opinion dated such date, date of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registerable Registrable Securities and (ii) a "cold comfort" letter dated such date, date from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the title underwriters, if any, and to the Holders requesting registration of Registerable Registrable Securities.

Obligation of the Company. Whenever required under this Section 7 to effect the registration of any Registerable Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registerable Registrable Securities and use its best all reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registerable Registrable Securities registered thereunder, keep such registration statement effective for up to ninety (90) daysdays or, if earlier, until the Holder or Holders have completed the distribution related thereto. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. (c) Furnish to the Holders such numbers number of copies of the a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registerable Registrable Securities owned by them. (d) Use its best all reasonable efforts to obtain NASD clearance and register and qualify the securities covered by such registration statement under such other United States federal or state securities or Blue Sky blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, business or to file a general consent to service of process or to meet any other requirements deemed by the Company to be unduly burdensome in any such states or jurisdictions. (e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (f) Notify each Holder of Registerable or Registrable Securities covered by such registration statement, or the Holder's designated attorney-in-fact, statement at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Act, Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (fg) Furnish, at the request of any Holder requesting registration a majority of Registerable Securities pursuant to this Section 7the Holders participating in the registration, on the date that such Registerable Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 7sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offeringoffering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registerable Securities Registrable Securities, and (ii) a letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants of the Company to underwriters in an underwritten public offeringoffering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and if permitted by applicable accounting standards, to the Holders requesting registration of Registerable Registrable Securities.