Common use of Obligations of Company Clause in Contracts

Obligations of Company. Whenever the Company is required by the provisions of this Agreement to use its reasonable efforts, with all due diligence, to effect the registration of the Registrable Securities, the Company shall as soon as possible (i) prepare and, as soon as possible, file with the SEC a registration statement with respect to the Registrable Securities, and use its reasonable efforts to cause such registration statement to become effective and to remain effective until the earlier of the sale of all of the Registrable Securities so registered or one hundred and twenty (120) days subsequent to the effective date of such registration; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until the earlier of the sale of all of such Registrable Securities so registered or one hundred and twenty (120) days subsequent to the effective date of such registration statement, (iii) furnish to any Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (iv) use reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as Holder shall reasonably request, maintain any such registration or qualification current until the earlier of the sale of all of such Registrable Securities so registered or one hundred and twenty (120) days subsequent to the effective date of the registration statement, and take any and all other actions either necessary or advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders desire to effect such sales or other disposition; and (v) take all such other actions either necessary or appropriate to permit the Registrable Securities held by a Holder to be registered and disposed of in accordance with the method of disposition described herein.

Obligations of Company. Whenever the Company is required by the provisions of this Agreement to use its reasonable efforts, with all due diligence, best efforts to effect the registration of the Registrable Securities, the Company shall as soon as possible (i) prepare and, as soon as possible, file with the SEC a registration statement with respect to the Registrable Securities, and use its reasonable best efforts to cause such registration statement to become effective and to remain effective until the earlier of the sale of all of the Registrable Securities so registered or one hundred and twenty ninety (12090) days subsequent to the effective date of such registration; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until the earlier of the sale of all of such the Registrable Securities so registered or one hundred and twenty ninety (12090) days subsequent to the effective date of such registration statement, (iii) furnish to any Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (iv) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as Holder shall reasonably request, maintain any such registration or qualification current until the earlier of the sale of all of such the Registrable Securities so registered or one hundred and twenty ninety (12090) days subsequent to the effective date of the registration statement, and take any and all other actions either necessary or reasonably advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders desire to effect such sales or other disposition; and (v) take all such other actions either necessary or appropriate reasonably desirable to permit the Registrable Securities held by a Holder to be registered and disposed of in accordance with the method of disposition described herein. Notwithstanding the foregoing, the Company shall not be required to register or to qualify an offering of the Registrable Securities under the laws of a state if as a condition to so doing the Company is required to qualify to do business or to file a general consent to service of process in any such state or jurisdiction, unless the Company is already subject to service in such jurisdiction.

Obligations of Company. Whenever the Company is required by the provisions of under this Agreement to use its reasonable efforts, with all due diligence, Section 1 to effect the registration of the any Registrable Securities, the Company shall as soon as possible (i) prepare andshall, as soon expeditiously as reasonably possible, : (a) Prepare and file with the SEC a registration statement Registration Statement with respect to the such Registrable Securities, Securities and use its reasonable diligent best efforts to cause such registration statement Registration Statement to become effective, and keep such Registration Statement effective and to remain effective until for the earlier lesser of the sale of all of the Registrable Securities so registered or one hundred and twenty (120) days subsequent to or until the effective date of such registration; Holder or Holders have completed the distribution relating thereto. (iib) prepare Prepare and file with the SEC such amendments and supplements to such registration statement Registration Statement and the prospectus used in connection therewith with such Registration Statement as may be necessary to make and to keep such registration statement Registration Statement effective and to comply with the provisions of the Securities 1933 Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until the earlier of the sale of all of such Registrable Securities so registered or one hundred and twenty (120) days subsequent to the effective date of covered by such registration statement, . (iiic) furnish Furnish to any Holder the Holders such number numbers of copies of any prospectus (a prospectus, including any a preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities 1933 Act, and such other documents as such Holder they may reasonably request in order to effect facilitate the offering and sale disposition of the Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; owned by them. (ivd) use reasonable Use its best efforts to register or otherwise qualify the Registrable Securities securities covered by such registration statement Registration Statement under the such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders or the managing underwriter, provided that Company shall not be required in connection therewith or as a condition thereto to qualify to do business in any such states or jurisdictions, to subject itself to taxation in any such states or jurisdictions, to file a general consent to service of process in any such states or jurisdictions, or to register the Registrable Securities or seek an exemption from registration under the securities laws of any state that requires, as a condition to such registration or exemption, that Company indefinitely file in such jurisdiction substantially all reports required to be filed by Company with the SEC. (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. If required to do so by the underwriter or underwriters, each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (f) Notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 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. (g) If such securities are being sold through underwriters, furnish at the written request of any Holder including Registrable Securities in such registration on the date that such Registrable Securities are delivered to the underwriters for sale in connection with such registration pursuant to this Section 1 (i) an opinion, dated such date, of the counsel representing 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, and (ii) a letter dated such date, from the independent accountants of Company, in form and substance as is customarily given by independent accountants to underwriters in an underwritten public offering, addressed to the underwriters. (h) Use its best efforts to list the Registrable Securities covered by such Registration Statement with any securities exchange on which the Common Stock is then listed; PROVIDED, HOWEVER, that each Holder shall reimburse Company for the pro rata portion of any listing fees so paid by Company. (i) Make available for inspection by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of Company, as such parties may reasonably request, maintain and cause Company's officers, directors and employees to supply all information reasonably requested by any such registration Holder, underwriter, attorney, accountant or qualification current until the earlier of the sale of all of agent in connection with such Registrable Securities so registered or one hundred and twenty Registration Statement. (120j) days subsequent to the effective date of the registration statement, and take any and all other actions either necessary or advisable to enable Cooperate with Holders to consummate the public sale or other disposition of the including Registrable Securities in jurisdictions where such registration and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such Holders desire or the managing underwriters may request at least two (2) business days prior to effect any sale of Registrable Securities. (k) Permit any Holder which Holder, in the sole and exclusive judgment, exercised in good faith, of such sales or other disposition; and (v) take all such other actions either necessary or appropriate to permit the Registrable Securities held by a Holder Holder, might be deemed to be registered a controlling person of Company, to participate in good faith in the preparation of such Registration Statement and disposed to require the insertion therein of material, furnished to Company in accordance with writing, which in the method reasonable judgment of disposition described hereinsuch Holder and its counsel should be included.

Obligations of Company. Whenever the Company is required by the provisions of this Agreement to use its reasonable efforts, with all due diligence, best efforts to effect the registration of the Registrable Securities, the Company shall as soon as possible (i) prepare and, as soon as possible, file with the SEC a registration statement with respect to the Registrable Securities, and use its reasonable best efforts to cause such registration statement to become effective and to remain effective until the earlier of the sale of all of the Registrable Securities so registered or one hundred and twenty ninety (12090) days subsequent to the effective date of such registration; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until the earlier of the sale of all of such the Registrable Securities so registered or one hundred and twenty ninety (12090) days subsequent to the effective date of such registration statement, (iii) furnish to any the Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as such the Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (iv) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as the Holder shall reasonably request, maintain any such registration or qualification current until the earlier of the sale of all of such the Registrable Securities so registered or one hundred and twenty ninety (12090) days subsequent to the effective date of the registration statement, and take any and all other actions either necessary or reasonably advisable to enable Holders the Holder to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders desire the Holder desires to effect such sales or other disposition; and (v) take all such other actions either necessary or appropriate reasonably desirable to permit the Registrable Securities held by a the Holder to be registered and disposed of in accordance with the method of disposition described herein. Notwithstanding the foregoing, the Company shall not be required to register or to qualify an offering of the Registrable Securities under the laws of a state if as a condition to so doing the Company is required to qualify to do business or to file a general consent to service of process in any such state or jurisdiction, unless the Company is already subject to service in such jurisdiction.

Obligations of Company. Whenever the Company is required by the provisions of under this Agreement to use its reasonable efforts, with all due diligence, Section 1 to effect the registration of the any Registrable Securities, the Company shall as soon as possible (i) prepare andshall, as soon expeditiously as reasonably possible, : (a) Prepare and file with the SEC a registration statement with respect to the such Registrable Securities, Securities and use its reasonable best efforts to cause such registration statement to become effective and to remain effective until effective, and, upon the earlier request of the sale Holders of all a majority of the Registrable Securities so registered thereunder, keep such registration statement effective for up to 120 days. The Company shall not be required to file, cause to become effective or one hundred and twenty maintain the effectiveness of any registration statement that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, except for registrations pursuant to Section 1.4 or Section 1.8; provided, however, that the Company will only be required to keep such registration statement effective for up to 120 days; (120b) days subsequent to the effective date of such registration; (ii) prepare Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith with such registration statement as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such registration statement until the earlier of the sale of all of such Registrable Securities so registered or one hundred and twenty for up to 120 days; (120c) days subsequent Furnish to the effective date of Holders such registration statement, (iii) furnish to any Holder such number numbers of copies of any prospectus (a prospectus, including any a preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, and such other documents as such Holder they may reasonably request in order to effect facilitate the offering and sale disposition of the Registrable Securities owned by them; (d) 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 offered and soldreasonably requested by the Holders, but only while provided that the Company shall 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 states or jurisdictions, and in which the Company is not already qualified to do business or subject to service of process; (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 provisions hereof to cause the registration statement to remain current; managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement; (ivf) use reasonable efforts to register or qualify the Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the securities or blue sky laws Securities Act of such states the happening of any event as Holder shall reasonably request, maintain any a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or qualification current until omits to state a material fact required to be stated therein or necessary to make the earlier statements therein not misleading in the light of the sale of circumstances then existing, such obligation to continue for 120 days; (g) Cause all of such Registrable Securities so registered pursuant hereunder to be listed on each securities exchange or one hundred over-the-counter market on which similar securities issued by the Company are then listed; (h) Provide a transfer agent and twenty (120) days subsequent to registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and (i) Use its reasonable best efforts to furnish, at the request of any Holder requesting registration statementof Registrable Securities pursuant to this Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, (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, and take any and all other actions either necessary or advisable to enable Holders to consummate (ii) a letter dated such date, from the independent certified public sale or other disposition accountants of the Registrable Securities Company, in jurisdictions where such Holders desire form and substance as is customarily given by independent certified public accountants to effect such sales or other disposition; and (v) take all such other actions either necessary or appropriate underwriters in an underwritten public offering, addressed to permit the Registrable Securities held by a Holder to be registered and disposed of in accordance with the method of disposition described hereinunderwriters.

Obligations of Company. Whenever the Company is required by the provisions of this Agreement to use its reasonable efforts, with all due diligence, to effect the effects a registration of the Registrable Securities, the Company shall as soon as possible (i) prepare and, as soon as possible, file with the SEC a registration statement with respect to the Registrable Securities, and use its commercially reasonable efforts to cause such registration statement to become effective and to remain keep such registration statement effective until the earlier of the sale of all of the Registrable Securities so registered or one hundred and twenty (120) days subsequent or, with respect to the effective date of such registrationShelf Registration Statement, the period specified in Section 3 hereof; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until the earlier of the sale of all of such the Registrable Securities so registered or one hundred and twenty (120) days subsequent or, with respect to the effective date of such registration statementShelf Registration Statement, the period specified in Section 3 hereof; (iii) furnish to any Holder Shareholders such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as such Holder Shareholders may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (iv) use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as Holder Shareholders shall reasonably request, maintain any such registration or qualification current until the earlier of the sale of all of such the Registrable Securities so registered or one hundred and twenty (120) days subsequent or, with respect to the effective date of Shelf Registration Statement, the registration statementperiod specified in Section 3 hereof, and take any and all other commercially reasonable actions either necessary or advisable to enable Holders Shareholders to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders Shareholders desire to effect such sales or other disposition; and (v) take all such other commercially reasonable actions either necessary or appropriate to permit the Registrable Securities held by a Holder Shareholders to be registered and disposed of in accordance with the method of disposition described herein. Notwithstanding the foregoing, the Company shall not be required to register or to qualify an offering of the Registrable Securities under the laws of a state if as a condition to so doing the Company is required to qualify to do business or to file a general consent to service of process in any such state or jurisdiction, unless the Company is already subject to service in such jurisdiction. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 2, 3 or 4 that selling Shareholders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and the intended method of disposition of such securities as shall be required to timely effect the registration of their Registrable Securities.

Obligations of Company. Whenever the Company is required by the provisions of this Agreement to use its reasonable efforts, with all due diligence, best efforts to effect the registration of the Registrable Securities, the Company shall as soon as possible shall: (i) prepare and, as soon as possible, file with the SEC a registration statement with respect to the Registrable Securities, and use its reasonable best efforts to cause such registration statement to become effective and and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, to remain effective until the earlier of the sale completion of all the distribution of the Registrable Securities so registered or one hundred and twenty (120) days subsequent to the effective date of such registration; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until for the earlier of the sale of all of such Registrable Securities so registered or one hundred and twenty period covered under clause (120i) days subsequent to the effective date of such registration statement, above; (iii) furnish to any Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, and such other documents, as such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (iv) use its reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as Holder the Holders shall reasonably request, maintain any such registration or qualification current until for the earlier of the sale of all of such Registrable Securities so registered or one hundred and twenty period covered under clause (120i) days subsequent to the effective date of the registration statementabove, and take any and all other actions either necessary or reasonably advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders desire to effect such sales or other disposition; and (v) take all such other actions either necessary or appropriate reasonably desirable to permit the Registrable Securities held by a Holder to be registered and disposed of in accordance with the method of disposition described herein; (vi) in the event of any firm underwritten public offering, enter into and perform its obligations under an underwritten agreement, in usual and customary form, with the managing underwriter of such offering; (vii) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act or 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; (viii) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; and (ix) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder not later than the effective date of such registration. Notwithstanding the foregoing, the Company shall not be required to register or to qualify an offering of the Registrable Securities under the laws of a state if as a condition to so doing the Company is required to qualify to do business or to file a general consent to service of process in any such state or jurisdiction, unless the Company is already subject to service in such jurisdiction.

Obligations of Company. Whenever the Company is required by the provisions of under this Agreement to use its reasonable efforts, with all due diligence, Section 2 to effect the registration of the any Registrable Securities, the Company shall shall, as soon expeditiously as possible reasonably possible: (ia) prepare and, as soon as possible, and file with the SEC a registration statement with respect to the such Registrable Securities, Securities and use its commercially reasonable efforts to cause such registration statement to become effective and to remain effective until and, upon the earlier request of the sale Holders of all a majority of the Registrable Securities so registered or one hundred and twenty thereunder, keep such registration statement effective for a period of up to 120 days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (120i) days subsequent such 120 day period shall be extended for a period of time equal to the effective date period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of Company, from selling any securities included in such registration; , and (ii) 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 120 day period shall be extended for up to 180 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 such registration statement statement, and the prospectus used in connection therewith with such registration statement, as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in covered by such registration statement until for the earlier of the sale of all of such Registrable Securities so registered or one hundred and twenty period set forth in Section 2.4(a); (120) days subsequent to the effective date of such registration statement, (iiic) furnish to any Holder the selling Holders such number numbers of copies of any prospectus (a prospectus, including any a preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of as required by the Securities Act, and such other documents as such Holder the Holders may reasonably request in order to effect the offering and sale facilitate their disposition of the their Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; Securities; (ivd) use its commercially reasonable efforts to register or 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 selling Holders; provided, that Company shall not be obligated to (i) qualify generally to do business in any jurisdiction where it is not then so qualified, or (ii) take any action that would subject it to general service of process or to taxation in any jurisdiction to which it is not then subject; (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 underwriter(s) of such offering; (f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement under the to be listed on a United States national securities exchange or blue sky laws of such states as Holder shall reasonably request, maintain any such registration or qualification current until the earlier of the sale of trading system and each securities exchange and trading system (if any) on which similar securities issued by Company are then listed; (g) provide a transfer agent and registrar for all of Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities so registered or one hundred and twenty (120) days subsequent to Securities, in each case not later than the effective date of such registration; (h) promptly make available for inspection by the selling Holders, any underwriters participating in any disposition pursuant to such registration statement, and take 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 Company, and cause Company’s officers, directors, managers, employees, and independent accountants to supply all other actions either information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to enable Holders to consummate verify the public sale or other disposition accuracy of the Registrable Securities information in jurisdictions where such Holders desire registration statement and to effect conduct appropriate due diligence in connection therewith; (i) notify each selling Holder, promptly after Company receives notice thereof, of the time when such sales registration statement has been declared effective or other dispositiona supplement to any prospectus forming a part of such registration statement has been filed; and and (vj) take all after such other actions either necessary registration statement becomes effective, notify each selling Holder of any request by the SEC that Company amend or appropriate to permit the Registrable Securities held by a Holder to be registered and disposed of in accordance with the method of disposition described hereinsupplement such registration statement or prospectus.

Obligations of Company. Whenever the Company is required by the provisions of this Agreement to use its reasonable efforts, with all due diligence, to effect the registration of the Registrable Securities, the Company shall as soon as possible shall: (i) prepare and, as soon as possible, file with the SEC a registration statement with respect to the Registrable Securities, and use its reasonable best efforts to cause such registration statement to become effective and and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, to remain effective until the earlier of the sale completion of all the distribution of the Registrable Securities so registered or one hundred and twenty (120) days subsequent to the effective date of such registration; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until for the earlier of the sale of all of such Registrable Securities so registered or one hundred and twenty period covered under clause (120i) days subsequent to the effective date of such registration statement, above; (iii) furnish to any Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (iv) use reasonable its best efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as Holder the Holders shall reasonably request, maintain any such registration or qualification current until for the earlier of the sale of all of such Registrable Securities so registered or one hundred and twenty period covered under clause (120i) days subsequent to the effective date of the registration statementabove, and take any and all other actions either necessary or reasonably advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders desire to effect such sales or other disposition; and (v) take all such other actions either necessary or appropriate reasonably desirable to permit the Registrable Securities held by a Holder to be registered and disposed of in accordance with the method of disposition described herein; (vi) 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; (vii) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating 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 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, such obligation to continue for one hundred twenty (120) days from the date of effectiveness of the registration statement; (viii) cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; (ix) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and (x) use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to Section 3, 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,(A) an opinion, dated such date as registration statement becomes effective, 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 and to the Holders requesting registration of Registrable Securities and (B) a letter dated such date as the registration statement becomes effective, 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 and reasonably satisfactory to the Holders of a majority of the Registrable Securities being registered, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities. Notwithstanding the foregoing, the Company shall not be required to register or to qualify an offering of the Registrable Securities under the laws of a state if as a condition to so doing the Company is required to qualify to do business or to file a general consent to service of process in any such state or jurisdiction, unless the Company is already subject to service in such jurisdiction. Subject to the volume limitations and other underwriting conditions set forth in Sections 2.2 and 3.1, above, in the event a registration statement is not filed with the SEC including all the Registrable Securities no later than ninety (90) days after the Start Date or if such registration statement is not declared effective by the SEC within one hundred eighty (180) days following the Start Date (or is declared effective but can no longer be used to sell Registrable Securities), the Company shall pay to each Holder of Registrable Securities one (1%) percent of such Holder’s purchase price of that holder’s unregistered Registrable Securities for each thirty (30) days (pro rata for shorter periods) until such registration statement is filed with the SEC and/or declared effective or is able to be reused by the holders of Registrable Securities, or such Holder is able to sell its shares pursuant to Rule 144 or otherwise, as the case may be. Notwithstanding the foregoing, in no event shall any payment of liquidated damages under this Agreement exceed 6% of a Holder’s purchase price of such holders unregistered Registrable Securities.