Common use of Obligations of Acquiror Clause in Contracts

Obligations of Acquiror. (i) The Acquiror shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable. The Acquiror shall notify the Sellers by facsimile or e-mail as promptly as practicable after any Registration Statement becomes effective or any prospectus or prospectus supplement has been filed and shall simultaneously provide the Sellers with copies of any related prospectus to be used in connection with the sale or other disposition of the securities covered thereby. (ii) The Acquiror shall use commercially reasonable efforts to prepare and file with the SEC such amendments and supplements to the applicable Registration Statement and the prospectus or prospectus supplement 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; provided, however, that the Acquiror shall have no obligation to amend any Registration Statement to give effect to any transfers effected by the Sellers. (iii) The Acquiror shall use its commercially reasonable efforts to procure the cooperation of the Acquiror’s transfer agent in settling any sale or transfer of Registrable Securities. (iv) If requested by a Seller, the Acquiror shall promptly include in a prospectus supplement or amendment such information as the Seller may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such amendment as soon as practicable after the Acquiror has received such request; provided, however, that the Acquiror shall have no obligation to file any prospectus supplement or amendment to give effect to any transfers effected by the Sellers. (v) Acquiror shall promptly notify each Seller who holds Registrable Securities at any time when a prospectus relating to the sale of Registrable Securities is required to be delivered under the 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 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 at the request of a Seller of Registrable Securities promptly prepare and furnish to such Seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a 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. (vi) Acquiror shall advise each Seller of Registrable Securities promptly after it shall receive notice or obtain knowledge thereof, of (A) the issuance of any stop order, injunction or other order or requirement by the SEC suspending the effectiveness of any Registration Statement or the initiation or threatening of any Proceeding for such purpose, (B) the issuance by any state securities or other regulatory authority of any order suspending the 55 (vii) Acquiror shall use commercially reasonable efforts to prevent the issuance of any stop order, injunction or other order or requirement suspending the effectiveness of any Registration Statement and obtain as soon as practicable the withdrawal of any such stop order, injunction or other order or requirement that is issued.

Obligations of Acquiror. Whenever required under this Section 2 to effect the registration of any Registrable Securities, Acquiror shall, as expeditiously as reasonably possible: (ia) The Acquiror shall prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause the Registration Statement such registration statement to become effective as soon as practicable. The Acquiror shall notify and, upon the Sellers by facsimile or e-mail as promptly as practicable after any Registration Statement becomes request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective or any prospectus or prospectus supplement for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been filed and completed; provided, however, that (i) such one hundred twenty (120) day period shall simultaneously provide be extended for a period of time equal to the Sellers with copies period the Holder refrains, at the request of any related prospectus to be used in connection with the sale an underwriter of Common Stock (or other disposition securities) of the Acquiror, from selling any securities covered thereby. included in such registration, and (ii) The Acquiror in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall use commercially reasonable efforts be extended for up to sixty (60) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; (b) prepare and file with the SEC such amendments and supplements to the applicable Registration Statement such registration statement, and the prospectus or prospectus supplement used in connection with such Registration Statement registration statement, as may be necessary to comply with the provisions of the Securities Act with respect in order to enable the disposition of all securities covered by such Registration Statementregistration statement; (c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; provided, however, that any such item which is available on the Acquiror shall have no obligation to amend any Registration Statement to give effect to any transfers effected by the Sellers.SEC’s XXXXX System (or successor thereto) need not be furnished in physical form; (iiid) The Acquiror shall use its commercially reasonable efforts to procure register and qualify the cooperation securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the Acquiror’s transfer agent selling Holders; provided that Acquiror shall not be required to qualify to do business or to file a general consent to service of process in settling any sale such states or transfer of Registrable Securities.jurisdictions, unless Acquiror is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ive) If requested 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 underwriter(s) of such offering; (f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a Seller, the Acquiror shall promptly include in a prospectus supplement national securities exchange or amendment such information as the Seller may reasonably request in order to permit the intended method of distribution trading system and each securities exchange and trading system (if any) on which other shares of such securities of Acquiror are then listed; (g) provide a transfer agent and make registrar for all required filings Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (h) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of Acquiror, and cause Acquiror’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; (i) notify each selling Holder, promptly after Acquiror receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that Acquiror amend or supplement such registration statement or such amendment as soon as practicable after the Acquiror has received such request; providedprospectus. In addition, however, that the Acquiror shall have no obligation to file ensure that, at all times after any prospectus supplement or amendment to give effect to any transfers effected by the Sellers. (v) registration statement covering a public offering of securities of Acquiror shall promptly notify each Seller who holds Registrable Securities at any time when a prospectus relating to the sale of Registrable Securities is required to be delivered under the Securities Act shall have become effective, its xxxxxxx xxxxxxx policy shall provide that Acquiror’s directors may implement a trading program under Rule 10b5-1 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 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 at the request of a Seller of Registrable Securities promptly prepare and furnish to such Seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a 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 madeExchange Act. (vi) Acquiror shall advise each Seller of Registrable Securities promptly after it shall receive notice or obtain knowledge thereof, of (A) the issuance of any stop order, injunction or other order or requirement by the SEC suspending the effectiveness of any Registration Statement or the initiation or threatening of any Proceeding for such purpose, (B) the issuance by any state securities or other regulatory authority of any order suspending the 55 (vii) Acquiror shall use commercially reasonable efforts to prevent the issuance of any stop order, injunction or other order or requirement suspending the effectiveness of any Registration Statement and obtain as soon as practicable the withdrawal of any such stop order, injunction or other order or requirement that is issued.

Obligations of Acquiror. Whenever required under this Agreement to effect the registration of any Acquiror Common Stock, Acquiror shall, as expeditiously as reasonably possible: (ia) The Prepare and file with the SEC a registration statement with respect to such Acquiror shall Common Stock and use commercially reasonable its best efforts to cause the Registration Statement such registration statement to become effective as soon as practicable. The Acquiror shall notify and keep such registration statement effective until the Sellers by facsimile earlier of the date six (6) months after the effective date or e-mail as promptly as practicable after any Registration Statement becomes effective or any prospectus or prospectus supplement has been filed and shall simultaneously provide the Sellers with copies of any related prospectus to be used in connection with until the sale or other disposition of all Acquiror Common Stock covered thereby, keeping the Holders advised as to the initiation, progress and completion of the registration; PROVIDED, HOWEVER, that such six (6) month period shall be extended for a period of time equal to the period the Holder refrains from selling any securities covered therebyincluded in such registration as a result of a suspension of the registration pursuant to Section 1.2(d). (iib) The Acquiror shall use commercially reasonable efforts to prepare Prepare and file with the SEC such amendments and supplements to the applicable Registration Statement such registration statement and the prospectus or prospectus supplement used in connection with such Registration Statement 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; provided, however, that the Acquiror shall have no obligation to amend any Registration Statement to give effect to any transfers effected by the Sellersregistration statement. (iiic) The Acquiror shall use its commercially reasonable efforts Furnish to procure the cooperation Holders such numbers of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto, in conformity with the requirements of the Acquiror’s transfer agent in settling any sale or transfer of Registrable Securities. (iv) If requested by a SellerAct, the Acquiror shall promptly include in a prospectus supplement or amendment and such information other documents as the Seller they may reasonably request in order to permit facilitate the intended method disposition of distribution of such securities Acquiror Common Stock owned by them and make all required filings of such prospectus supplement or such amendment as soon as practicable after the Acquiror has received such request; provided, however, that the Acquiror shall have no obligation registered pursuant to file any prospectus supplement or amendment to give effect to any transfers effected by the Sellersthis Agreement. (vd) Use its best efforts to 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 Acquiror shall promptly notify not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction. (e) Notify each Seller who holds Registrable Securities Holder of Acquiror Common Stock covered by such registration statement at any time when a prospectus relating to the sale of Registrable Securities thereto is required to be delivered under the 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 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 at the request of a Seller of Registrable Securities promptly prepare and furnish to such Seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a 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. (vi) Acquiror shall advise each Seller of Registrable Securities promptly after it shall receive notice or obtain knowledge thereof, of (A) the issuance of any stop order, injunction or other order or requirement by the SEC suspending the effectiveness of any Registration Statement or the initiation or threatening of any Proceeding for such purpose, (B) the issuance by any state securities or other regulatory authority of any order suspending the 55 (vii) Acquiror shall use commercially reasonable efforts to prevent the issuance of any stop order, injunction or other order or requirement suspending the effectiveness of any Registration Statement and obtain as soon as practicable the withdrawal of any such stop order, injunction or other order or requirement that is issued.be

Obligations of Acquiror. Whenever Acquiror undertakes under this Agreement to effect the registration of any Acquiror Common Stock, Acquiror shall, as expeditiously as reasonably possible: (ia) The Prepare and file with the SEC a registration statement with respect to such Acquiror shall Common Stock and use its commercially reasonable best efforts to cause the Registration Statement such registration statement to become effective and keep such registration statement effective for up to the earlier of ninety (90) days or until the Holder or Holders have completed the distribution relating thereto, keeping the Holders advised as soon as practicable. The Acquiror shall notify to the Sellers by facsimile or e-mail as promptly as practicable after any Registration Statement becomes effective or any prospectus or prospectus supplement has been filed initiation, progress and shall simultaneously provide the Sellers with copies of any related prospectus to be used in connection with the sale or other disposition completion of the registration; PROVIDED, HOWEVER, that such ninety (90) day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities covered therebyincluded in such registration at the request of an underwriter. (iib) The Acquiror shall use commercially reasonable efforts to prepare Prepare and file with the SEC such amendments and supplements to the applicable Registration Statement such registration statement and the prospectus or prospectus supplement used in connection with such Registration Statement 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; provided, however, that the Acquiror shall have no obligation to amend any Registration Statement to give effect to any transfers effected by the Sellersregistration statement. (iiic) The Acquiror shall use its commercially reasonable efforts Furnish to procure the cooperation Holders such numbers of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto, in conformity with the requirements of the Acquiror’s transfer agent in settling any sale or transfer of Registrable Securities. (iv) If requested by a SellerAct, the Acquiror shall promptly include in a prospectus supplement or amendment and such information other documents as the Seller they may reasonably request in order to permit facilitate the intended method disposition of distribution of such securities Acquiror Common Stock owned by them and make all required filings of such prospectus supplement or such amendment as soon as practicable after the Acquiror has received such request; provided, however, that the Acquiror shall have no obligation registered pursuant to file any prospectus supplement or amendment to give effect to any transfers effected by the Sellersthis Agreement. (vd) Use its commercially reasonable best efforts to 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 Acquiror shall promptly notify not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction. (e) Notify each Seller who holds Registrable Securities Holder of Acquiror Common Stock covered by such registration statement at any time when a prospectus relating to the sale of Registrable Securities thereto is required to be delivered under the Securities Act of the happening of any event, as a result of which the prospectus included in such Registration Statementregistration statement, as then in effect, includes 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 under which they were made, and at the request of a Seller of Registrable Securities promptly prepare and furnish to such Seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a 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. (vi) Acquiror shall advise each Seller of Registrable Securities promptly after it shall receive notice or obtain knowledge thereof, of (A) the issuance of any stop order, injunction or other order or requirement by the SEC suspending the effectiveness of any Registration Statement or the initiation or threatening of any Proceeding for such purpose, (B) the issuance by any state securities or other regulatory authority of any order suspending the 55 (vii) Acquiror shall use commercially reasonable efforts to prevent the issuance of any stop order, injunction or other order or requirement suspending the effectiveness of any Registration Statement and obtain as soon as practicable the withdrawal of any such stop order, injunction or other order or requirement that is issued.a

Obligations of Acquiror. Whenever required under this Section 8.1 to effect the registration of any Registrable Securities, Acquiror shall, as soon as reasonably possible: (i) The Acquiror shall use commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable. The Acquiror shall notify the Sellers by facsimile or e-mail as promptly as practicable after any Registration Statement becomes effective or any prospectus or prospectus supplement has been filed and shall simultaneously provide the Sellers with copies of any related prospectus to be used in connection with the sale or other disposition of the securities covered thereby. (ii) The Acquiror shall use commercially reasonable efforts to prepare Prepare and file with the SEC such amendments and supplements to the applicable Registration Statement and the prospectus or prospectus supplement used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act a registration statement with respect to such Registrable Securities and cause such registration statement to become effective, and, keep such registration statement effective for a period not less than seven (7) Business Days nor more than 30 Business Days (without the disposition express written consent of the Holders of such registered securities) (which period shall be established by Acquiror at the time the shares become Eligible for Such Resale (defined below) and which will cover the entire time frame over which Acquiror directs the Holder to sell all securities covered by such Registration Statementregistered shares (the "SALES PERIOD"); provided, however, that Acquiror may require that the Holders refrain from making sales at any time during the Sales Period and that Acquiror shall have no obligation must ensure that all registered shares can be sold according to amend any Registration Statement to give effect to any transfers effected its directions within the Sales Period. "ELIGIBLE FOR SUCH RESALE" is defined as the time at which Acquiror Common Stock shares issued can, in all respects, effectively be sold by the Sellersrecipient (including being registered under the Securities Act of 1933 and being held by a broker without any trading restrictions (including legends or prohibitions on sale based on Acquiror policies or securities law requirements)). (iiiii) The Acquiror shall use its commercially Furnish to the Holders such reasonable efforts to procure numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the cooperation requirements of the Acquiror’s transfer agent in settling any sale or transfer of Registrable Securities. (iv) If requested by a SellerSecurities Act, the Acquiror shall promptly include in a prospectus supplement or amendment and such information other documents as the Seller they may reasonably request in order to permit facilitate the intended method disposition of distribution of such securities and make all required filings of such prospectus supplement or such amendment as soon as practicable after the Acquiror has received such request; provided, however, that the Acquiror shall have no obligation to file any prospectus supplement or amendment to give effect to any transfers effected Registrable Securities owned by the Sellersthem. (viii) 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 in writing; provided that Acquiror shall promptly notify each Seller who holds Registrable Securities at any time when a prospectus relating to the sale of Registrable Securities is not be required to be delivered under the Securities Act of the happening of any event, in connection therewith or as a result condition thereto to qualify to do business or to file a general consent to service of which the prospectus included process in any such states or jurisdictions, unless Acquiror is already subject to service in such Registration Statement, as then in effect, includes 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 under which they were made, jurisdiction and at the request of a Seller of Registrable Securities promptly prepare and furnish to such Seller a reasonable number of copies of a supplement to or an amendment of such prospectus except as may be necessary so that, as thereafter delivered to required by the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a 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 madeSecurities Act. (viiv) Acquiror shall advise each Seller of Cause all such Registrable Securities promptly after it shall receive notice or obtain knowledge thereof, of (A) the issuance of any stop order, injunction or other order or requirement registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the SEC suspending the effectiveness of any Registration Statement or the initiation or threatening of any Proceeding for such purpose, (B) the issuance by any state securities or other regulatory authority of any order suspending the 55 (vii) Acquiror shall use commercially reasonable efforts to prevent the issuance of any stop order, injunction or other order or requirement suspending the effectiveness of any Registration Statement and obtain as soon as practicable the withdrawal of any such stop order, injunction or other order or requirement that is issuedare then listed.