Common use of OBLIGATIONS OF THE BUYER Clause in Contracts

OBLIGATIONS OF THE BUYER. Except as set forth in Sections 2 and 3, ------------------------ whenever required to effect the registration of any Registrable Securities, the Buyer shall (a) prepare and file with the SEC a registration statement, which registration statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, (b) prepare and file with the SEC such amendments and supplements to such registration statement as may be necessary to comply with the provisions of the Securities Act, (c) furnish to the Company Shareholders such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) as the Company Shareholders may reasonably request in order to effect the offering and sale of the shares of the Registrable Securities to be offered and sold, but only while the Buyer shall be required under the provisions hereof to cause such registration statement to remain current; (d) use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Company Shareholders shall reasonably request (provided that the Buyer 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 jurisdiction where it has not been qualified), and do any and all other acts or things which may be reasonably necessary or advisable to enable the Company Shareholders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; (e) cause all such Registrable Securities to be listed on each securities exchange or National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by the Buyer are then listed; (f) so long as the registration statement remains effective, promptly prepare, file and furnish to the Company Shareholders a reasonable number of copies of any supplements to or amendments of such prospectus; (g) notify the Company Shareholders promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; and (h) advise the Company Shareholders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of any registration statement or the initiation or threatening of any proceeding for that purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.

OBLIGATIONS OF THE BUYER. Except as set forth in Sections 2 and 3, ------------------------ whenever required to effect Within the registration of any Registrable Securitiesfirst six (6) months following the Closing Date, the Buyer shall shall: (a) prepare and file with the SEC a registration statement, which registration statement (including any amendments or supplements thereto and prospectuses contained thereina "Registration Statement") shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light register all of the circumstances in which they were made, not misleading, Buyer's Shares and cause such Registration Statement to become effective; (b) keep such Registration Statement effective for such time as shall be required for the Seller to dispose of all of the Buyer's Shares; (c) prepare and file with the SEC such amendments and supplements to such registration statement 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; (cd) furnish to Xxxxxxx and the Company Shareholders Consolidated Forecast Entities such number of copies of any prospectus (a prospectus, including any a preliminary prospectus prospectus, in conformity with the requirement of the Securities Act and any amended or supplemented prospectus) such other documents as the Company Shareholders they may reasonably request in order to effect facilitate the offering and sale disposition of all of the shares of the Registrable Securities to be offered and sold, but only while the Buyer shall be required under the provisions hereof to cause such registration statement to remain currentBuyer's Shares; (de) use its commercially reasonable efforts to register or and qualify the shares of the Registrable Securities Buyer's Shares covered by such registration statement Registration Statement under the such other securities or blue sky Blue Sky laws of such jurisdictions as the Company Shareholders shall reasonably request (provided that the Buyer 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 jurisdiction where it has not been qualified), and do any and all other acts or things which may be reasonably necessary or advisable to enable requested by the Company Shareholders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictionsSeller; (ef) provide a transfer agent and registrar for the Buyer's Shares and a CUSIP number for such Buyer's Shares, in each case not later than the effective date of such registration; (g) cause all such Registrable Securities of the Buyer's shares registered pursuant hereto to be listed on each securities exchange (or National Association of Securities Dealers, Inc. Automated Quotation System automated quotation service) on which similar securities issued by the Buyer are then listed, or if no such listing exists, then on either the New York Stock Exchange, the American Stock Exchange or NASDAQ; (fh) so long as notify Xxxxxxx and the registration statement remains effective, promptly prepare, file and furnish Consolidated Forecast Entities at any time when a prospectus relating thereto is required to be delivered under the Company Shareholders a reasonable number of copies Securities Act or the happening of any supplements to or amendments of such prospectus; (g) notify event which causes the Company Shareholders promptly of any request by the SEC for the amending or supplementing of prospectus included in such registration statement, as then in effect, to include an untrue statement of a material fact or prospectus omits to state a material fact required to be stated therein or for additional informationnecessary to make the statements therein not misleading in light of the circumstances then existing; and (hi) advise cause its counsel to furnish, at the Company Shareholders promptly after it shall receive notice request of Xxxxxxx or obtain knowledge thereofany of the Consolidated Forecast Entities, on the date that any of the Buyer's Shares are delivered to a purchaser or purchasers thereof an opinion, dated such date, of the issuance of any stop order by counsel representing the SEC suspending the effectiveness of any registration statement or the initiation or threatening of any proceeding for that purpose Buyer, in form and promptly use commercially reasonable efforts substance as is customarily given to prevent the issuance of any stop order or to obtain its withdrawal if remove all legends from such stop order should be issuedshares.

OBLIGATIONS OF THE BUYER. Except as set forth in Sections 2 and 3, ------------------------ whenever Whenever required under this Section 8.5 to effect the registration of any Registrable SecuritiesBuyer Common Stock, the Buyer shall shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a registration statement, which registration statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, (bi) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act, Act with respect to the disposition of all securities covered by such registration statement; (cii) furnish to the Company Shareholders Stockholder Representative such number of copies of any prospectus (a prospectus, including any a preliminary prospectus prospectus, in conformity with the requirements of the Act, and any amended or supplemented prospectus) such other documents as the Company Shareholders they may reasonably request in order to effect facilitate the offering and sale disposition of the shares of the Registrable Securities to be offered and sold, but only while the Buyer shall be required under the provisions hereof to cause such registration statement to remain current; Common Stock owned by them; (diii) use its commercially reasonable efforts to register or and qualify the shares of the Registrable Securities securities covered by such registration statement under the such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Company Shareholders shall reasonably request (Stockholder Representative, provided that the Buyer 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 jurisdiction where it has not been qualified), and do states or jurisdictions; (iv) notify the Stockholder Representative at any and all other acts or things which may be reasonably necessary or advisable to enable the Company Shareholders to consummate the public sale or other disposition time when a prospectus covering shares of the Registrable Securities Stockholders is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such jurisdictions; 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; (ev) cause all such Registrable Securities Buyer Common Stock registered pursuant to this Section 8.5 to be listed on each any United States securities exchange or National Association of Securities Dealers, Inc. Automated Quotation System and trading system on which similar securities issued by the Buyer are then listed; and (fvi) so long as provide a transfer agent and registrar for all Buyer Common Stock registered pursuant to this Agreement and a CUSIP number for all such Buyer Common Stock, in each case not later than the registration statement remains effective, promptly prepare, file and furnish to the Company Shareholders a reasonable number of copies of any supplements to or amendments effective date of such prospectus; (g) notify the Company Shareholders promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; and (h) advise the Company Shareholders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of any registration statement or the initiation or threatening of any proceeding for that purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedregistration.

OBLIGATIONS OF THE BUYER. Except as set forth otherwise expressly provided herein, and in Sections 2 and 3, ------------------------ whenever required addition to effect the registration of any Registrable Securitiesits obligations in Section 1.2, the Buyer shall shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a registration statement, which registration statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, (b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act, Act with respect to the disposition of all securities covered by such registration statement; (cb) furnish to the Company Shareholders Holders such number of copies of any prospectus (a prospectus, including any a preliminary prospectus prospectus, in conformity with the requirements of the Act, and any amended or supplemented prospectus) such other documents as the Company Shareholders they may reasonably request in order to effect facilitate the offering and sale disposition of the shares of the Registrable Securities to be offered and sold, but only while the Buyer shall be required under the provisions hereof to cause such registration statement to remain current; owned by them; (dc) use its all commercially reasonable efforts to register or and qualify the shares of the Registrable Securities securities covered by such registration statement under the such other securities or blue sky Blue Sky laws of such jurisdictions as shall be reasonably requested by the Company Shareholders shall reasonably request (Holders, provided that the Buyer 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 jurisdiction where it has not been qualified), and do states or jurisdictions; (d) notify the Holders covered by such registration statement at any and all other acts or things which may time when a prospectus relating thereto is required to be reasonably necessary or advisable to enable delivered under the Company Shareholders to consummate the public sale or other disposition Act of the Registrable Securities happening of any event as a result of which the prospectus included in such jurisdictions; 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; (e) cause all such Registrable Securities registered pursuant to this Section 1 to be listed on each securities exchange or National Association of Securities Dealersthe Nasdaq Stock Market, Inc. Automated Quotation System on which similar securities issued by Global Market, the Buyer are then listedNew York Stock Exchange or another market reasonably acceptable to the Company; and (f) so long as 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. Notwithstanding the provisions of this Section 1, the Buyer shall be entitled to postpone or suspend the filing, effectiveness or use of, or trading under, any registration statement remains effectiveduring any period when (i) the Buyer is not eligible to use Form S-3, promptly prepare(ii) the SEC or The Nasdaq Stock Market requests that the Buyer amend or supplement the Shelf Registration Statement or the prospectus included therein or requests additional information relating thereto, (iii) the SEC or The Nasdaq Stock Market issues a stop order or similar order suspending the effectiveness or restricting the use of the Shelf Registration Statement or initiates proceedings to issue a stop order or similar order, or (iv) the Board of Directors of the Buyer in good faith determines that the Shelf Registration Statement, the prospectus included therein, any amendment or supplement thereto or any document incorporated or deemed to be incorporated therein contains 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 light of the circumstances then existing; provided, however, that the Buyer uses commercially reasonable efforts to prepare and file with the SEC such amendments and furnish supplements to the Company Shareholders a reasonable number of copies of any supplements to or amendments of such prospectus; (g) notify the Company Shareholders promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus amendment as shall be reasonably necessary to cure such untrue statement or for additional informationomission, provided, however, that during any such period all executive officers and directors of the Buyer and all stockholders of the Buyer with similar registration rights are also prohibited from selling securities of the Buyer or (v) the Board of Directors of Buyer in good faith determines that the failure to so postpone or suspend would require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the interests of Buyer and its stockholders; provided, however, that during any such period all executive officers and directors of Buyer and all stockholders of Buyer with similar registration rights are also prohibited from selling securities of Buyer; provided, further, however, that such postponement or suspension (A) shall not occur during the first forty (40) days after Closing, (B) shall not exceed a period of forty (40) days and (hC) advise shall be exercised by Buyer not more than twice during the Company Shareholders promptly subsequent one hundred forty (140) day period (for a maximum of forty-five (45) days within such one hundred forty (140) day period), provided that the second period of postponement or suspension within such one hundred forty (140) day period shall not commence less than sixty (60) days after it shall receive notice or obtain knowledge thereof, the end of the issuance first period of any stop order by postponement or suspension within such one hundred forty (140) day period. In the SEC suspending event of the suspension of effectiveness of any registration statement or pursuant to this Section 1.3, the initiation or threatening applicable time period during which such registration statement is to remain effective shall be extended by that number of any proceeding for that purpose and promptly use commercially reasonable efforts days equal to prevent the issuance number of any stop order or to obtain its withdrawal if days the effectiveness of such stop order should be issuedregistration statement was suspended.

OBLIGATIONS OF THE BUYER. Except as In connection with the registration of the Buyer Shares, the Buyer shall: (a) Prepare and file the Registration Statement in accordance with the time period set forth in Sections 2 Section 7.01 and 3, ------------------------ whenever required to effect the registration of any Registrable Securities, the Buyer shall (a) promptly prepare and file with the SEC a registration statement, which registration statement such amendments (including post effective amendments) to the Registration Statement and supplements to the prospectus included therein (a “Prospectus”) as may be necessary to keep the Registration Statement continuously effective and in compliance with the provisions of the Securities Act applicable thereto so as to permit the Prospectus forming part thereof to be current and useable by Xxxxxxxx and Xxxxxxx for resales of the Buyer Shares until such date as is the earlier of (i) the date when all Buyer Shares covered by such Registration Statement have been sold or (ii) the date on which the Buyer Shares may be sold without any amendments or supplements restriction (including volume limitations) pursuant to Rule 144 promulgated under the Securities Act (the “Registration Period”) and take all commercially reasonable action such that the Registration Statement and any amendment thereto and prospectuses contained therein) shall not does not, when it becomes effective, contain any 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 and that the Prospectus forming part of the Registration Statement, and any amendment or supplement thereto, does not at any time during the Registration Period 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, in light of the circumstances in under which they were made, not misleading, ; (b) prepare and file with During the SEC such amendments and supplements to such registration statement as may be necessary to Registration Period, comply with the provisions of the Securities Act, Act with respect to the Buyer Shares covered by the Registration Statement; (c) Prior to the filing of the Registration Statement (including any amendments thereto) with the SEC and the distribution or delivery of any Prospectus (including any supplements thereto), provide draft copies thereof to Xxxxxxxx and Xxxxxxx and consider in good faith the inclusion in such documents of all such comments as Xxxxxxxx or Xxxxxxx (or their respective counsel) reasonably may propose and furnish to each of Xxxxxxxx and Xxxxxxx and their legal counsel: (i) promptly after the Company Shareholders same is prepared and publicly distributed, filed with the SEC, or received by the Buyer, one copy of the Registration Statement, each Prospectus, and each amendment or supplement thereto; and (ii) such number of copies of any prospectus (including any preliminary prospectus the Prospectus and any amended all amendments and supplements thereto and such other documents, as Xxxxxxxx or supplemented prospectus) as the Company Shareholders Xxxxxxx may reasonably request in order to effect facilitate the offering and sale disposition of the shares of the Registrable Securities to be offered and sold, but only while the Buyer shall be required under the provisions hereof to cause such registration statement to remain current; Shares; (d) use its commercially reasonable efforts to register Register or qualify the shares of the Registrable Securities covered by Buyer Shares under such registration statement under the securities or “blue sky laws sky” Laws of such jurisdictions as Xxxxxxxx or Xxxxxxx may reasonably request, prepare and file in such jurisdictions such amendments (including post effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the Company Shareholders shall effectiveness thereof at all times during the Registration Period, take all such other commercially reasonable actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and take all such other commercially reasonable actions reasonably request (provided necessary or advisable to qualify the Buyer Shares for sale in such jurisdictions; provided, however, that the Buyer 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, (ii) subject itself to general taxation in any such jurisdiction or to (iii) file a general consent to service of process in any such jurisdiction where it has not been qualified), and do any and all other acts or things which may be reasonably necessary or advisable to enable the Company Shareholders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; jurisdiction; (e) cause all As promptly as reasonably practicable after becoming aware of such Registrable Securities event, notify each of Xxxxxxxx and Xxxxxxx of the occurrence of any event, as a result of which the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be listed on each securities exchange stated therein or National Association necessary to make the statements therein, in light of Securities Dealersthe circumstances under which they were made, Inc. Automated Quotation System on which similar securities issued by the Buyer are then listed; (f) so long as the registration statement remains effectivenot misleading, and promptly prepare, file and furnish prepare an amendment to the Company Shareholders Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a reasonable number of copies of such supplement and amendment to Xxxxxxxx or Xxxxxxx as either may reasonably request; (f) Make generally available to its security holders as soon as reasonably practicable, but in any supplements event not later than eighteen (18) months after (i) the effective date of the Registration Statement, and (ii) the effective date of each post-effective amendment to or amendments the Registration Statement, as the case may be, an earnings statement of such prospectus; the Buyer and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the SEC thereunder; (g) notify the Company Shareholders promptly of any request by the SEC Maintain a transfer agent for the amending Buyer Common Stock and cooperate with Xxxxxxxx and Xxxxxxx to facilitate the timely preparation and delivery of certificates representing the Buyer Shares to be sold pursuant to the Registration Statement, which certificates shall be free of all restrictive legends, and to enable such Buyer Shares to be in such denominations and registered in such names as Xxxxxxxx or supplementing of such registration statement or prospectus or for additional informationXxxxxxx may reasonably request; and and (h) advise the Company Shareholders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of any registration statement or the initiation or threatening of any proceeding for that purpose and promptly use Use its commercially reasonable efforts to prevent cause all Buyer Shares covered by the issuance Registration Statement to be listed or qualified for trading on the principal exchange or trading market on which the Buyer Common Stock is traded or listed on the effective date of any stop order or to obtain its withdrawal if such stop order should be issuedthe Registration Statement.

OBLIGATIONS OF THE BUYER. Except The obligation of the Buyer to close the Transaction is subject to the satisfaction at or before the Closing of each of the following conditions: (a) No claim, suit, action or other proceeding shall be pending or Threatened before any court or Governmental Body seeking to restrain, prohibit or obtain damages or other relief in connection with this Agreement, the other Transaction Documents or the consummation of the Transaction and no investigation or inquiry shall have been made or commenced by any Governmental Body in connection with this Agreement, the Transaction Documents or such transactions. (b) Each of the representations and warranties of the Selling Parties made in or pursuant to this Agreement shall be true and correct on and as set forth in Sections 2 of the Closing Date as if made on and 3as of the Closing Date, ------------------------ whenever required to effect the registration of any Registrable Securities, and the Buyer shall have received a certificate signed by the Sellers’ Representative, on behalf of the Selling Parties, to such effect and such certificate shall be deemed to be a representation and warranty of the Selling Parties as of the time immediately preceding the Closing. (ac) prepare Each Selling Party shall have performed and file complied with all covenants and conditions required under this Agreement to be performed or complied with by such Selling Party at or prior to the SEC Closing, and the Buyer shall have received a registration statementcertificate signed on behalf of the Sellers’ Representative, which registration statement on behalf of the Selling Parties, to such effect and such certificate shall be deemed to be a representation and warranty of the Selling Parties as of the time immediately preceding the Closing. (including any amendments or supplements thereto and prospectuses contained thereind) The Selling Parties shall not contain any untrue statement of material fact or omit to state a material fact have delivered all documents required to be stated therein, or necessary delivered at the Closing pursuant to make Section 7.2 hereof. (e) The Buyer shall have obtained all Governmental Authorizations required to operate the statements therein, in light of the circumstances in which they were made, not misleading, Business. (bf) prepare and file with the SEC such amendments and supplements to such registration statement as may be necessary to comply with the provisions of the Securities Act, (c) furnish Subject to the Company Shareholders such number terms of copies of any prospectus (including any preliminary prospectus this Agreement, all actions, proceedings, instruments, and any amended documents reasonably required to carry out this Agreement or supplemented prospectus) incidental hereto, and all other related legal matters, shall have been reasonably approved as to form and substance by the Company Shareholders may reasonably request in order to effect the offering Buyer, and sale of the shares of the Registrable Securities to be offered and sold, but only while the Buyer shall be required under the provisions hereof to cause such registration statement to remain current; (d) use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered have received all documents, certificates and other papers reasonably requested by such registration statement under the securities or blue sky laws of such jurisdictions as the Company Shareholders shall reasonably request (provided that the Buyer shall not be required it 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 where it has not been qualified), and do any and all other acts or things which may be reasonably necessary or advisable to enable the Company Shareholders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; (e) cause all such Registrable Securities to be listed on each securities exchange or National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by the Buyer are then listed; (f) so long as the registration statement remains effective, promptly prepare, file and furnish to the Company Shareholders a reasonable number of copies of any supplements to or amendments of such prospectus; (g) notify the Company Shareholders promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; and (h) advise the Company Shareholders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of any registration statement or the initiation or threatening of any proceeding for that purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedtherewith.

OBLIGATIONS OF THE BUYER. Except The Buyer shall, as set forth in Sections 2 and 3, ------------------------ whenever required to effect the registration of any Registrable Securities, the Buyer shall expeditiously as possible: (a) prepare and file with use its commercially reasonable efforts to keep the Registration Statement effective for a period expiring on the earlier of (i) the date on which all the shares of Buyer Common Stock registered pursuant to the Registration Statement have been sold or disposed of pursuant to the Registration Statement, SEC Rule 144 or in a registration statement, which registration statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of material fact or omit to state a material fact required to be stated thereinprivate transaction, or necessary to make (ii) one year after the statements therein, in light of Closing (the circumstances in which they were made, not misleading, “Registration Period”); (b) during the Registration Period, prepare and file with the SEC such amendments and supplements to such registration statement the Registration Statement, and the prospectus used in connection with the Registration Statement, as may be necessary to comply with the provisions Securities Act in order to enable the disposition of all securities covered by the Registration Statement; (c) during the Registration Period, furnish to Seller such numbers of copies of a prospectus, as required by the Securities Act, (c) furnish to the Company Shareholders and such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) other documents as the Company Shareholders Seller may reasonably request in order to effect facilitate the offering and sale disposition of the shares Buyer Common Stock; (d) during the Registration Period, use its commercially reasonable efforts to register and qualify the securities covered by the Registration Statement under such other securities or blue-sky laws of the Registrable Securities to be offered and sold, but only while the Buyer such U.S. states as shall be required under the provisions hereof to cause such registration statement to remain current; reasonably requested by Seller; (de) use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Company Shareholders shall reasonably request (provided that cause the Buyer 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 jurisdiction where it has not been qualified), and do any and all other acts or things which may be reasonably necessary or advisable to enable the Company Shareholders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; (e) cause all such Registrable Securities Common Stock to be listed approved for listing on each securities exchange or National Association the NYSE prior to the Closing Date, subject to official notice of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by the Buyer are then listed; issuance; (f) so long as during the registration statement remains effectiveRegistration Period, promptly prepare, file and furnish notify Seller when the Registration Statement or a supplement to any prospectus forming a part of the Company Shareholders a reasonable number of copies of any supplements to or amendments of such prospectusRegistration Statement has been filed; and (g) after the Registration Statement has been filed, notify the Company Shareholders promptly Seller of any request by the SEC for that the amending Buyer amend or supplementing of such registration statement supplement the Registration Statement or prospectus or for additional information; and (h) advise the Company Shareholders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of any registration statement or the initiation or threatening of any proceeding for that purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issuedprospectus.

OBLIGATIONS OF THE BUYER. Except as set forth in Sections 2 and 3, ------------------------ whenever Whenever required under this Exhibit D to effect the registration of any Registrable Securities, the Buyer shall (a) shall, as expeditiously as reasonably possible: a. prepare and file with the SEC a registration statement, which statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of material fact or omit to state a material fact required to be stated thereinbecome effective and, or necessary to make upon the statements therein, in light request of the circumstances Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in which they were madethe registration statement has been completed; provided, not misleadinghowever, that such one hundred twenty (b120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Buyer, from selling any securities included in such registration; b. prepare and file with the SEC such amendments and supplements to such registration statement statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the provisions Securities Act in order to enable the disposition of all securities covered by such registration statement; c. furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, (c) furnish to the Company Shareholders and such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus) other documents as the Company Shareholders Holders may reasonably request in order to effect the offering and sale facilitate their disposition of the shares of the their Registrable Securities to be offered and sold, but only while the Buyer shall be required under the provisions hereof to cause such registration statement to remain current; (d) Securities; d. use its commercially reasonable efforts to register or and qualify the shares of the Registrable Securities securities covered by such registration statement under the such other securities or blue blue-sky laws of such jurisdictions as shall be reasonably requested by the Company Shareholders shall reasonably request (selling Holders; provided that the Buyer 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, unless the Buyer is already subject to service in such jurisdiction where it has not been qualified), and do any and all other acts or things which except as may be reasonably necessary or advisable to enable the Company Shareholders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; (e) cause all such Registrable Securities to be listed on each securities exchange or National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued required by the Buyer are then listedSecurities Act; (f) so long as the registration statement remains effective, promptly prepare, file and furnish to the Company Shareholders a reasonable number of copies of any supplements to or amendments of such prospectus; (g) notify the Company Shareholders promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; and (h) advise the Company Shareholders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of any registration statement or the initiation or threatening of any proceeding for that purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.e.