Common use of Obligations of Issuer Clause in Contracts

Obligations of Issuer. Issuer shall, subject to the terms and conditions hereof, use all reasonable efforts to: (a) prepare and file with the SEC a registration statement with respect to such Subject Securities, and use all reasonable efforts to cause such registration statement to become effective and to keep such registration statement effective for up to ninety (90) days or such shorter period during which Buyer completes the distribution described in the registration statement relating thereto, whichever first occurs; (b) prepare and file, as expeditiously as reasonably practicable, with the SEC such amendments and supplements to the 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; (c) furnish to Buyer such reasonable numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act; (d) register and qualify the securities covered by the registration statement under such blue sky laws of such states of the United States as shall be reasonably requested by Buyer; provided, however, that Issuer 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; (e) notify Buyer at any time that Issuer has knowledge that a prospectus relating to such registration statement 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; (f) subject to the provisions of Section 4.8 below, amend or supplement any such prospectus in order to cause such prospectus not to include any untrue statement of material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (g) cause Subject Securities covered by the registration statement to be listed on the Nasdaq Global Select Market and provide Buyer with information regarding the transfer agent and the CUSIP number for such Subject Securities; (h) notify Buyer of (i) the effectiveness of a registration statement, (ii) the filing of any post-effective amendments to such registration statement, or (iii) the filing of a supplement to such registration statement; provided, however, that this requirement shall not apply to periodic reports, other reports and proxy statements required to be filed by Issuer; and (i) furnish to Buyer in accordance with Section 11(a) of the Securities Act as soon as practicable after the effective date of the applicable registration statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Act.

Obligations of Issuer. Whenever required under Section 3(a) or (c) to use its best efforts to effect the registration of any Registrable Securities, the Issuer shall, subject to the terms and conditions hereof, use all reasonable efforts toas expeditiously as possible: (ai) prepare and file with the SEC Commission a registration statement with respect to such Subject Securities, Registrable Securities and use all reasonable its best efforts to cause such registration statement to become effective and to keep such registration statement remain effective for up to ninety (90) days or such shorter the period during which Buyer completes of the distribution described in the registration statement relating thereto, whichever first occurscontemplated thereby determined as provided hereafter; (bii) prepare and file, as expeditiously as reasonably practicable, file with the SEC Commission such amendments and supplements to the such registration statement and the prospectus used in connection with such registration statement therewith as may be necessary to comply with the provisions of the Securities ActAct with respect to the disposition of all Registrable Securities covered by such registration statement; (ciii) furnish to Buyer the Rights Holders such reasonable numbers of copies of a prospectus, the registration statement and the prospectus included therein (including a each preliminary prospectus, prospectus and any amendments or supplements thereto in conformity with the requirements of the Securities Act) and such other documents and information as they may reasonably request; (div) use its best efforts to register and or qualify the Registrable Securities covered by such registration statement under such securities and other (i.e., blue sky) laws of such jurisdictions within the United States of America and Puerto Rico as shall be reasonably appropriate for the distribution of the Registrable Securities covered by the registration statement under such blue sky laws of such states of the United States as shall be reasonably requested by Buyerstatement; provided, however, that Issuer shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this Section 3(d)(iv) be obligated to do so; and provided further that Issuer shall not be required to qualify such states Registrable Securities in any jurisdiction in which the securities regulatory authority requires that any Rights Holder submit any shares of its Registrable Securities to the terms, provisions, and restrictions of any escrow, lockup, or jurisdictionssimilar agreement for consent to sell Registrable Securities in such jurisdiction unless such Rights Holder agrees to do so; (ev) promptly notify Buyer each Rights Holder for whom such Registrable Securities is covered by such registration statement, at any time that Issuer has knowledge that when a prospectus relating to such registration statement thereto is required to be delivered under the Securities Act 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 the light of the circumstances under which they were made, and at the request of any such Rights Holder promptly prepare and furnish to such Rights Holder 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 the light of the circumstances then existingunder which they were made; (fvi) subject furnish, at the request of any Rights Holder requesting registration of Registrable Securities pursuant to Section 3(a) or (c), if the method of distribution is by means of an underwriting, on the date that the shares of Registrable Securities are delivered to the provisions of Section 4.8 belowunderwriters for sale pursuant to such registration, amend or supplement any if such prospectus in order to cause such prospectus Registrable Securities is not to include any untrue statement of material fact required to be stated therein or necessary to make being sold through underwriters, on the statements therein not misleading in light of the circumstances then existing; (g) cause Subject Securities covered by date that the registration statement with respect to such shares of Registrable Securities becomes effective: (A) a signed opinion, dated such date, of the independent legal counsel (which counsel shall be listed on reasonably acceptable to a majority in interest of the Nasdaq Global Select Market Rights Holders) representing Issuer for the purpose of such registration, addressed to the underwriters, if any, and provide Buyer with information regarding if such Registrable Securities is not being sold through underwriters, then to the transfer agent Rights Holders making such request, as to such matters as such underwriters or the Rights Holders holding a majority of the Registrable Securities included in such registration, as the case may be, may reasonably request and as would be customary in such a transaction; and (B) letters dated such date and the CUSIP number for date the offering is priced from the independent certified public accountants of Issuer, addressed to the underwriters, if any, and if such Subject Securities; (h) notify Buyer of (i) Registrable Securities is not being sold through underwriters, then to the effectiveness of a registration statementRights Holders making such request and, (ii) the filing of any post-effective amendments if such accountants refuse to deliver such letters to such registration statementRights Holders, or then to Issuer: (iii1) stating that they are independent certified public accountants within the filing of a supplement to such registration statement; provided, however, that this requirement shall not apply to periodic reports, other reports and proxy statements required to be filed by Issuer; and (i) furnish to Buyer in accordance with Section 11(a) meaning of the Securities Act and that, in the opinion of such accountants, the financial statements and other financial data of Issuer included in the registration statement or the prospectus, or any amendment or supplement thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act; and (2) covering such other financial matters (including information as to the period ending not more than five Business Days prior to the date of such letters) with respect to the registration in respect of which such letter is being given as such underwriters or the Rights Holders holding a majority of the Registrable Securities included in such registration, as the case may be, may reasonably request and as would be customary in such a transaction; (vii) enter into customary agreements (including if the method of distribution is by means of an underwriting, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities to be so included in the registration statement; (viii) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as practicable reasonably practicable, but not later than fifteen months after the effective date of the applicable registration statement statement, an earnings statement satisfying covering the period of at least twelve months beginning with the first full month after the effective date of such registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; and (ix) 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. For purposes of Section 3(d)(i) and (ii) the period of distribution of Registrable Securities in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities purchased by it, and the period of distribution of Registrable Securities in any other registration shall be deemed to extend until the earlier of the sale of all Registrable Securities covered thereby and six months after the effective date thereof.

Obligations of Issuer. Whenever required to effect the registration of ---------------------- any Registrable Securities under Sections 2.1 or 2.2, Issuer shall, subject to the terms and conditions hereof, use all reasonable efforts toas expeditiously as possible: (a) prepare and file with the SEC a registration statement with respect or amendments thereto, to effect such Subject Securities, registration (including such audited financial statements as may be required by the Securities Act or the rules and regulations promulgated thereunder) and thereafter use all its commercially reasonable best efforts to cause such a registration statement that registers such Registrable Securities to become and remain effective for 180 days or until the Permitted Right Holders have completed the distribution related thereto, whichever occurs first. If requested by the Permitted Right Holders, Issuer shall file, cause to become effective and to keep such or maintain the effectiveness of any registration statement effective for up that contemplates a distribution of securities on a delayed or continuous basis pursuant to ninety (90) days or such shorter period during which Buyer completes Rule 415 under the distribution described Securities Act and subject to the same time constraints as provided in the registration statement relating thereto, whichever first occurs;preceding sentence. (b) prepare and file, as expeditiously as reasonably practicable, file with the SEC such amendments and supplements to the such registration statement and the prospectus used in connection with such registration statement therewith as may be necessary to comply with the provisions of the Securities Act;Act with respect to the disposition of all securities covered by such registration statement for the period set forth in paragraph (a) above. (c) notify, in writing, each Permitted Right Holder promptly (A) of the receipt by Issuer of any notification with respect to any comments by the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (B) of the receipt by Issuer of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (C) of the receipt by Issuer of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (d) use its best efforts to register or qualify such Registrable Securities under such other securities or "blue sky" laws of such jurisdictions as each Permitted Right Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Permitted Right Holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Permitted Right Holders; provided, however, that Issuer will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this paragraph; (e) furnish to Buyer each Permitted Right Holder such reasonable numbers number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act; (d) register , and qualify such other documents as such Permitted Right Holder may reasonably request in order to facilitate the securities covered by the registration statement under such blue sky laws public sale or other disposition of such states of the United States as shall be reasonably requested by Buyer; provided, however, that Issuer 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; (e) notify Buyer at any time that Issuer has knowledge that a prospectus relating to such registration statement 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 existingRegistrable Securities; (f) subject make available for inspection by any Permitted Right Holder, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such Permitted Right Holder or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of Issuer (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Issuer's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which Issuer determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (C) such Information has been made generally available to the provisions public without breach of Section 4.8 belowany duty of confidentiality. The Permitted Right Holders agree that they will, amend or supplement any upon learning that disclosure of such prospectus Information is sought in order a court of competent jurisdiction, give notice to cause such prospectus not Issuer and allow Issuer, at Issuer's expense, to include any untrue statement of material fact required undertake appropriate action to be stated therein or necessary to make the statements therein not misleading in light prevent disclosure of the circumstances then existingInformation deemed confidential; (g) cause Subject use its commercially reasonable best efforts to list all Registrable Securities covered by the registration statement to be listed on any securities exchange on which any of the Nasdaq Global Select Market and provide Buyer with information regarding the transfer agent and the CUSIP number for such Subject Securities;Registrable Securities are then listed; and (h) notify Buyer use its commercially reasonable best efforts to take all other steps necessary to effect the registration of (i) the effectiveness of a registration statement, (ii) the filing of any post-effective amendments to such registration statement, or (iii) the filing of a supplement to such registration statement; provided, however, that this requirement shall not apply to periodic reports, other reports and proxy statements required to be filed by Issuer; and (i) furnish to Buyer in accordance with Section 11(a) of the Registrable Securities Act as soon as practicable after the effective date of the applicable registration statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Actcontemplated hereby.

Obligations of Issuer. Whenever required to effect the ----------------------- registration of any Registrable Securities under Sections 2.1 or 2.2, Issuer shall, subject to the terms and conditions hereof, use all reasonable efforts toas expeditiously as possible: (a) prepare and file with the SEC a registration statement with respect or amendments thereto, to effect such Subject Securities, registration (including such audited financial statements as may be required by the Securities Act or the rules and regulations promulgated thereunder) and thereafter use all its commercially reasonable best efforts to cause such a registration statement that registers such Registrable Securities to become and remain effective for 180 days or until the Permitted Right Holders have completed the distribution related thereto, whichever occurs first. If requested by the Permitted Right Holders, Issuer shall file, cause to become effective and to keep such or maintain the effectiveness of any registration statement effective for up that contemplates a distribution of securities on a delayed or continuous basis pursuant to ninety (90) days or such shorter period during which Buyer completes Rule 415 under the distribution described Securities Act and subject to the same time contraints as provided in the registration statement relating thereto, whichever first occurs;preceding sentence. (b) prepare and file, as expeditiously as reasonably practicable, file with the SEC such amendments and supplements to the such registration statement and the prospectus used in connection with such registration statement therewith as may be necessary to comply with the provisions of the Securities Act;Act with respect to the disposition of all securities covered by such registration statement for the period set forth in paragraph (a) above. (c) notify, in writing, each Permitted Right Holder promptly (A) of the receipt by Issuer of any notification with respect to any comments by the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (B) of the receipt by Issuer of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (C) of the receipt by Issuer of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (d) use its best efforts to register or qualify such Registrable Securities under such other securities or "blue sky" laws of such jurisdictions as each Permitted Right Holder reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Permitted Right Holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Permitted Right Holders; provided, however, that Issuer will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required so to do but for this paragraph; (e) furnish to Buyer each Permitted Right Holder such reasonable numbers number of copies of a summary prospectus or other prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act; (d) register , and qualify such other documents as such Permitted Right Holder may reasonably request in order to facilitate the securities covered by the registration statement under such blue sky laws public sale or other disposition of such states of the United States as shall be reasonably requested by Buyer; provided, however, that Issuer 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; (e) notify Buyer at any time that Issuer has knowledge that a prospectus relating to such registration statement 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 existingRegistrable Securities; (f) subject make available for inspection by any Permitted Right Holder, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such Permitted Right Holder or underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of Issuer (collectively, the "Records"), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Issuer's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which Issuer determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (A) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (B) the release of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (C) such Information has been made generally available to the provisions public without breach of Section 4.8 belowany duty of confidentiality. The Permitted Right Holders agree that they will, amend or supplement any upon learning that disclosure of such prospectus Information is sought in order a court of competent jurisdiction, give notice to cause such prospectus not Issuer and allow Issuer, at Issuer's expense, to include any untrue statement of material fact required undertake appropriate action to be stated therein or necessary to make the statements therein not misleading in light prevent disclosure of the circumstances then existingInformation deemed confidential; (g) cause Subject use its commercially reasonable best efforts to list all Registrable Securities covered by the registration statement to be listed on any securities exchange on which any of the Nasdaq Global Select Market and provide Buyer with information regarding the transfer agent and the CUSIP number for such Subject Securities;Registrable Securities are then listed; and (h) notify Buyer use its commercially reasonable best efforts to take all other steps necessary to effect the registration of (i) the effectiveness of a registration statement, (ii) the filing of any post-effective amendments to such registration statement, or (iii) the filing of a supplement to such registration statement; provided, however, that this requirement shall not apply to periodic reports, other reports and proxy statements required to be filed by Issuer; and (i) furnish to Buyer in accordance with Section 11(a) of the Registrable Securities Act as soon as practicable after the effective date of the applicable registration statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Actcontemplated hereby.

Obligations of Issuer. Whenever required under this Article VII to effect the registration of any Registrable Shares, Issuer shall, subject to the terms and conditions hereof, use all reasonable efforts toas expeditiously as possible: (a) prepare and file with the SEC Commission 45 days after notice (in the case of a registration under Section 7.3, as soon as practicable) a registration statement with respect to such Subject Securities, Registrable Shares and use all reasonable its best efforts to cause such registration statement to become effective and to effective, and, upon the request of the Holders of a majority of the Registrable Shares registered thereunder, keep such registration statement effective for a period of up to ninety one year (90180 days if a firm commitment underwriting plus equal time for any delays attributable to the Issuer) days or such shorter period during which Buyer completes or, if sooner, until the distribution described contemplated in the registration statement relating thereto, whichever first occursRegistration Statement has been completed; (b) prepare and file, as expeditiously as reasonably practicable, file with the SEC Commission such amendments and supplements to the 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 ActAct with respect to the disposition of all Registrable Shares covered by such registration statement; (c) furnish to Buyer each Holder selling Registerable Shares pursuant to the registration statement such reasonable numbers number of copies of 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 Registrable Shares owned by them; (d) register in the event of any underwritten public offering, enter into and qualify perform its obligations under an underwriting agreement, in usual and customary form, with the securities covered by the registration statement managing underwriter of such offering; each Holder participating in such underwriting shall also enter into and perform its obligations under such blue sky laws of such states of the United States as shall be reasonably requested by Buyer; provided, however, that Issuer 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 jurisdictionsan agreement; (e) immediately notify Buyer each Holder of Registrable Shares covered by such registration statement at any time that Issuer has knowledge that when a prospectus relating to such registration statement 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 act 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 existingexisting (and Issuer shall promptly amend such prospectus or take other appropriate corrective action); (f) subject to the provisions of Section 4.8 below, amend or supplement any such prospectus in order to cause such prospectus not to include any untrue statement of material fact required all Registrable Shares registered pursuant hereunder to be stated therein listed on each securities exchange or necessary to make the statements therein not misleading in light of the circumstances quoted on a quotation system on which similar securities issued by Issuer are then existinglisted or quoted; (g) cause Subject Securities covered by the registration statement to be listed on the Nasdaq Global Select Market and provide Buyer with information regarding the a transfer agent and the registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Subject Securities;Registrable Shares in each case not later than the effective date of such registration; and (h) notify Buyer if requested by Holders of 50% of all of the Registrable Securities that are being registered in such registration, furnish, at the request of any Holder requesting registration of Registrable Shares pursuant to this Section, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Article VII, 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 effectiveness counsel representing Issuer for the purposes of a 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 statement, of Registrable Shares and (ii) a letter dated such date, from the filing independent certified public accountants of any post-effective amendments Issuer, in form and substance as is customarily given by independent certified public accountants to such underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration statement, or (iii) the filing of a supplement to such registration statement; provided, however, that this requirement shall not apply to periodic reports, other reports and proxy statements required to be filed by Issuer; and (i) furnish to Buyer in accordance with Section 11(a) of the Securities Act as soon as practicable after the effective date of the applicable registration statement an earnings statement satisfying the provisions of Section 11(a) of the Securities ActRegistrable Shares.

Obligations of Issuer. If Issuer shallis required under Section 2.01 to include any Registerable Securities in a registration statement filed by Issuer and does not subsequently decide to withdraw or abandon such registration, subject to the terms and conditions hereofIssuer shall use its commercially reasonable efforts, use all reasonable efforts as expeditiously as reasonably possible, to: (a) prepare and file with the SEC a registration statement with respect to such Subject Securities, Registerable Securities and use all reasonable efforts to cause such registration statement to become effective and to and, upon the request of Shareholder, keep such registration statement effective for a period of up to ninety (90) 90 days or such shorter period during which Buyer completes until the distribution described contemplated in the registration statement relating theretohas been completed prior to the expiration of such 90-day period; provided, whichever first occurshowever, that such 90-day period shall be extended for a period of time equal to the period Shareholder refrains from selling any securities included in such registration at the request of the underwriter; (b) prepare and file, as expeditiously as reasonably practicable, file with the SEC such amendments and supplements to the 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;Act with respect to the disposition of all securities covered by such registration statement. (c) furnish to Buyer Shareholder such reasonable numbers number of copies of a prospectusprospectus included therein, including a preliminary prospectus, as Shareholder may reasonably request in conformity with order to facilitate the requirements disposition of the Registerable Securities Actcovered by such registration statement; (d) register and qualify qualify, unless an exemption from registration and qualification applies, the resale of the Registerable Securities covered by such registration statement by Shareholder under the securities covered by the registration statement under such or “blue sky laws sky” Laws of such states of the United States jurisdictions as shall be reasonably requested by BuyerShareholder; provided, however, that Issuer shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2.04, (ii) subject itself to general taxation in any such jurisdiction, or to (iii) file a general consent to service of process in any such states or jurisdictionsjurisdiction; (e) enter into and perform Issuer’s obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such Offering; (f) notify Buyer at any time that Issuer has knowledge that a prospectus relating to such registration statement is required to be delivered under the Securities Act Shareholder 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) subject to the provisions of Section 4.8 below, amend or supplement any such prospectus in order to cause such prospectus not to include any untrue statement of material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (g) cause Subject all such Registerable Securities covered by the such registration statement to be listed on each securities exchange on which securities of the Nasdaq Global Select Market and provide Buyer with information regarding same class or series issued by Issuer are then listed, if any, if the transfer agent and listing of such Registerable Securities is then permitted under the CUSIP number for rules of such Subject Securities;exchange; and (h) notify Buyer furnish, at the request of Shareholder, on the date that such Registerable Securities are delivered to the underwriters for sale (i) an opinion, dated such date, of the effectiveness counsel representing Issuer for purposes of a registration statementsuch registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated such date, from the filing independent certified public accountants of any post-effective amendments Issuer, in form and substance as is customarily given by independent certified public accountants to such registration statementunderwriters in connection with an underwritten public offering, or (iii) addressed to the filing of a supplement to such registration statement; provided, however, that this requirement shall not apply to periodic reports, other reports and proxy statements required to be filed by Issuer; and (i) furnish to Buyer in accordance with Section 11(a) of the Securities Act as soon as practicable after the effective date of the applicable registration statement an earnings statement satisfying the provisions of Section 11(a) of the Securities Actunderwriters.