Common use of OBLIGATIONS OF THE BUYER Clause in Contracts

OBLIGATIONS OF THE BUYER. Whenever required under this Exhibit D to effect the registration of any Registrable Securities, the Buyer shall, as expeditiously as reasonably possible: a. prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the 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 the registration statement has been completed; provided, however, that such one hundred twenty (120) 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, and the prospectus used in connection with such registration statement, as may be necessary to comply with the 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, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; d. use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Buyer shall not be required 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 and except as may be required by the Securities Act; e.

OBLIGATIONS OF THE BUYER. Whenever required under this Exhibit D to effect the registration of any Registrable Securities, the The Buyer shall, as expeditiously as reasonably possible: a. prepare and file with the SEC a registration statement with respect to such Registrable Securities and (a) use its commercially reasonable efforts to cause such registration statement to become effective and, upon keep the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement Registration Statement effective for a period expiring on the earlier of up to one hundred twenty (120i) days or, if earlier, until the distribution contemplated in date on which all the registration statement has been completed; provided, however, that such one hundred twenty (120) day period shall be extended for a period shares of time equal Buyer Common Stock registered pursuant to the period Registration Statement have been sold or disposed of pursuant to the Holder refrainsRegistration Statement, at SEC Rule 144 or in a private transaction, or (ii) one year after the request of an underwriter of Common Stock Closing (or other securities) of the Buyer, from selling any securities included in such registration“Registration Period”); b. (b) during the Registration Period, prepare and file with the SEC such amendments and supplements to such registration statementthe Registration Statement, and the prospectus used in connection with such registration statementthe Registration Statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statementthe Registration Statement; c. (c) during the Registration Period, furnish to the selling Holders Seller such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders Seller may reasonably request in order to facilitate their the disposition of their Registrable Securitiesthe Buyer Common Stock; d. (d) during the Registration Period, use its commercially reasonable efforts to register and qualify the securities covered by such registration statement the Registration Statement under such other securities or blue-sky laws of such jurisdictions U.S. states as shall be reasonably requested by Seller; (e) use its commercially reasonable efforts to cause the selling HoldersBuyer Common Stock to be approved for listing on the NYSE prior to the Closing Date, subject to official notice of issuance; (f) during the Registration Period, notify Seller when the Registration Statement or a supplement to any prospectus forming a part of the Registration Statement has been filed; provided and (g) after the Registration Statement has been filed, notify Seller of any request by the SEC that the Buyer shall not be required to qualify to do business amend or to file a general consent to service of process in any such states supplement the Registration Statement or jurisdictions, unless the Buyer is already subject to service in such jurisdiction and except as may be required by the Securities Act; e.prospectus.

OBLIGATIONS OF THE BUYER. Whenever required under this Exhibit D (i) Prior to effect the registration of any Registrable SecuritiesClosing, the Buyer shall, as expeditiously as assuming cooperation by the Company and its Subsidiaries in accordance with Section 6.11(b), use reasonable best efforts to, and shall use reasonable best efforts to cause its Subsidiaries and controlled Affiliates to use reasonable best efforts to, and shall cause their respective officers, employees, advisors and other representatives to use its reasonable best efforts to, take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably possible: a. prepare necessary, customary or advisable to arrange and file obtain the Financing on the terms and conditions described in the Commitment Letters, including (w) maintaining in effect the Commitment Letters, (x) satisfying on a timely basis (or obtaining the waiver of) all conditions applicable to it and its Affiliates in the Commitment Letters, (y) consummating the Financing at or prior to the Closing, including using its reasonable best efforts to cause the Debt Financing Sources and Equity Financing Sources to fund the Debt Financing and Equity Financing at the Closing in accordance with the SEC terms set forth in the respective Commitment Letter, and (z) complying with its covenants and other obligations under the Commitment Letters. (ii) Buyer shall not, without the prior written consent of the Company, (A) terminate either Commitment Letter (other than in connection with a registration statement replacement of the Commitment Letter permitted pursuant to this Section 6.11) or (B) agree to or permit any amendment or modification to be made to, or grant any waiver of any provision under, either Commitment Letter (except for any amendments to the Commitment Letters that would not or would not reasonably be expected to (I) amend, modify or expand the conditions precedent, or impose new or additional conditions or contingencies, to the Debt Financing or the Equity Financing, (II) reduce the aggregate amount of the Financing below the amount required (after taking into account available cash of the Company and its Subsidiaries) to make the Closing Date payments, (III) prevent, impede or delay the availability of or consummation of the Financing or (IV) adversely impact the ability of Buyer or any of its Affiliates to enforce its right against the parties to the Commitment Letters or the definitive agreements with respect thereto). (iii) Buyer shall give the Company prompt written notice of (A) any termination of either Commitment Letter, (B) any actual breach, default, termination or repudiation of any provisions of either Commitment Letter by any party thereto, (C) the receipt of any written notice or other written communication with respect to any actual breach, default, termination or repudiation of any provisions of either Commitment Letter by any party thereto and (D) the occurrence of any other event or development, in the case of this clause (D), solely to the extent that Buyer believes in good faith that such Registrable Securities event or development would adversely impact the ability of Buyer to obtain all or any portion of the Financing contemplated by the Commitment Letters on the terms and use its commercially reasonable efforts conditions, in the manner or from the sources contemplated by the Commitment Letters, in each case of the foregoing, with respect to cause such registration statement the Debt Financing, solely to the extent the Debt Financing or a material portion thereof would reasonably be expected to become effective andunavailable. Promptly after the Company delivers to Buyer a written request, upon the request of the 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 the registration statement has been completed; provided, however, that such one hundred twenty (120) day period Buyer 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 provide any securities included in such registration; 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 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, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; d. use its commercially reasonable 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 information reasonably requested by the selling Holders; provided that Company relating to any circumstance referred to in the immediately preceding sentence. Buyer shall promptly after execution thereof deliver to Company copies of any amendment, replacement, supplement, modification or waiver to either Commitment Letter. (iv) For the avoidance of doubt, it is understood that, subject to the limitations set forth in this Section 6.11 and in the Debt Commitment Letter, Buyer may amend or replace the Debt Commitment Letter to (A) add or replace additional lenders, lead arrangers, syndication agents or similar entities or reallocate commitments or reassign titles so long as the aggregate amount of the Debt Financing is not be required reduced below the amount as is necessary to qualify to do business or to file a general consent to service of process in make the Closing Date payments and any such states amendment or jurisdictions, unless replacement would not reasonably be expected to delay or prevent the Buyer is already subject to service Closing or (B) modify pricing and implement or exercise any “flex” provisions as in such jurisdiction and except as may be required by effect on the Securities Act; e.date of this Agreement.

OBLIGATIONS OF THE BUYER. Whenever required under this Exhibit D to effect Within the registration of any Registrable Securitiesfirst six (6) months following the Closing Date, the Buyer shall, as expeditiously as reasonably possible: a. : (a) prepare and file with the SEC a registration statement with respect (a "Registration Statement") to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the 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 the registration statement has been completed; provided, however, that such one hundred twenty (120) 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) register all of the Buyer, from selling any securities included in 's Shares and cause such registration; b. 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, Registration Statement as may be necessary to comply with the provisions of the Securities Act in order with respect to enable the disposition of all securities covered by such registration statement; c. Registration Statement; (d) furnish to Xxxxxxx and the selling Holders Consolidated Forecast Entities such numbers number of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the requirement of the Securities Act, Act and such other documents as the Holders they may reasonably request in order to facilitate their the disposition of their Registrable Securities; d. use its commercially reasonable efforts to all of the Buyer's Shares; (e) register and qualify the securities Buyer's Shares covered by such registration statement Registration Statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by the selling HoldersSeller; provided that (f) 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 of the Buyer's shares registered pursuant hereto to be listed on each securities exchange (or automated quotation service) on which similar securities issued by the Buyer shall not be are then listed, or if no such listing exists, then on either the New York Stock Exchange, the American Stock Exchange or NASDAQ; (h) notify Xxxxxxx and the Consolidated Forecast Entities at any time when a prospectus relating thereto is required to qualify to do business be delivered under the Securities Act or to file a general consent to service the happening of process in any such states or jurisdictions, unless event which causes the Buyer is already subject to service prospectus included in such jurisdiction registration statement, as then in effect, to include 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; and except (i) cause its counsel to furnish, at the request of Xxxxxxx or any 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 counsel representing the Buyer, in form and substance as may be required by the Securities Act; e.is customarily given to remove all legends from such shares.

OBLIGATIONS OF THE BUYER. Whenever Except as set forth in Sections 2 and 3, ------------------------ whenever required under this Exhibit D to effect the registration of any Registrable Securities, the Buyer shall, as expeditiously as reasonably possible: a. shall (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such 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 become effective andstate a material fact required to be stated therein, upon or necessary to make the request statements therein, in light of the Holders of a majority of the Registrable Securities registered thereundercircumstances in which they were made, keep such registration statement effective for a period of up to one hundred twenty not misleading, (120b) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that such one hundred twenty (120) 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, and the prospectus used in connection with such registration statement, statement as may be necessary to comply with the Securities Act in order to enable the disposition provisions 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 such number of copies of any prospectus (including any preliminary prospectus and such other documents any amended or supplemented prospectus) as the Holders Company Shareholders may reasonably request in order to facilitate their disposition effect the offering and sale of their the shares of the Registrable Securities; d. 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 and or qualify the securities shares of the Registrable Securities covered by such registration statement under such other the securities or blue-blue sky laws of such jurisdictions as the Company Shareholders shall be reasonably requested by the selling Holders; 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 states 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, unless Inc. Automated Quotation System on which similar securities issued by the Buyer is already subject are then listed; (f) so long as the registration statement remains effective, promptly prepare, file and furnish to service in the Company Shareholders a reasonable number of copies of any supplements to or amendments of such jurisdiction and except as may be required prospectus; (g) notify the Company Shareholders promptly of any request by the Securities ActSEC for the amending or supplementing of such registration statement or prospectus or for additional information; e.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. Whenever required under this Exhibit D Section 8.5 to effect the registration of any Registrable SecuritiesBuyer Common Stock, the Buyer shall, as expeditiously as reasonably possible: a. prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120i) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that such one hundred twenty (120) 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, statement as may be necessary to comply with the Securities provisions of the Act in order with respect to enable the disposition of all securities covered by such registration statement; c. (ii) furnish to the selling Holders Stockholder Representative such numbers number of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the Securities requirements of the Act, and such other documents as the Holders they may reasonably request in order to facilitate their the disposition of their Registrable SecuritiesBuyer Common Stock owned by them; d. (iii) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-blue sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; 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 states or jurisdictions; (iv) notify the Stockholder Representative at any time when a prospectus covering shares of the 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 registration statement, unless 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; (v) cause all such Buyer Common Stock registered pursuant to this Section 8.5 to be listed on any United States securities exchange and trading system on which similar securities issued by the Buyer is already subject are then listed; and (vi) provide a transfer agent and registrar for all Buyer Common Stock registered pursuant to service this Agreement and a CUSIP number for all such Buyer Common Stock, in each case not later than the effective date of such jurisdiction and except as may be required by the Securities Act; e.registration.

OBLIGATIONS OF THE BUYER. Whenever required under this Exhibit D Except as otherwise expressly provided herein, and in addition to effect the registration of any Registrable Securitiesits obligations in Section 1.2, the Buyer shall, as expeditiously as reasonably possible: a. prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120a) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that such one hundred twenty (120) 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, statement as may be necessary to comply with the Securities provisions of the Act in order with respect to enable the disposition of all securities covered by such registration statement; c. (b) furnish to the selling Holders such numbers number of copies of a prospectus, including a preliminary prospectus, as required by in conformity with the Securities requirements of the Act, and such other documents as the Holders they may reasonably request in order to facilitate their the disposition of their Registrable SecuritiesSecurities owned by them; d. (c) use its all commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky Blue Sky laws of such jurisdictions as shall be reasonably requested by the 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; (d) notify the Holders covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, unless 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 the Nasdaq Stock Market, Inc. Global Market, the New York Stock Exchange or another market reasonably acceptable to the Company; and (f) 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 during any period when (i) the Buyer is already subject not eligible to service use Form S-3, (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 jurisdiction amendments and except supplements to the such registration statement or amendment as may shall be required reasonably necessary to cure such untrue statement or omission, 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 (C) shall be exercised by Buyer not more than twice during the Securities Act; e.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 the end of the first period of postponement or suspension within such one hundred forty (140) day period. In the event of the suspension of effectiveness of any registration statement pursuant to this Section 1.3, the applicable time period during which such registration statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such registration statement was suspended.

OBLIGATIONS OF THE BUYER. Whenever required under this Exhibit D to effect In connection with the registration of any Registrable Securitiesthe Buyer Shares, the Buyer shall, as expeditiously as reasonably possible: a. prepare (a) Prepare and file the Registration Statement in accordance with the SEC a registration statement with respect to such Registrable Securities time period set forth in Section 7.01 and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the 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 the registration statement has been completed; provided, however, that such one hundred twenty (120) 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. promptly prepare and file with the SEC such amendments (including post effective amendments) to the Registration Statement and supplements to such registration statement, and the prospectus used in connection with such registration statement, 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 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 does not, when it becomes effective, contain 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 under which they were made, not misleading; (b) During the Registration Period, comply with the provisions of the Securities 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 order to enable good faith the disposition inclusion in such documents of all securities covered by such registration statement; c. 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 selling Holders 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 numbers number of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, Prospectus and all amendments and supplements thereto and such other documents documents, as the Holders Xxxxxxxx or Xxxxxxx may reasonably request in order to facilitate their the disposition of their Registrable Securitiesthe Buyer Shares; d. use its commercially reasonable efforts to register and (d) Register or qualify the securities covered by such registration statement Buyer Shares under such other securities or blue-sky laws “blue sky” Laws of such jurisdictions as shall 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 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 requested by necessary or advisable to qualify the selling HoldersBuyer Shares for sale in such jurisdictions; provided 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 states jurisdiction; (e) As promptly as reasonably practicable after becoming aware of such 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 jurisdictionsomits to state a material fact required to be stated therein or necessary to make the statements therein, unless in light of the circumstances under which they were made, not misleading, and promptly prepare an amendment to the Registration Statement and supplement to the Prospectus to correct such untrue statement or omission, and deliver a 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 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 the Registration Statement, as the case may be, an earnings statement of the Buyer is already subject and its subsidiaries complying with Section 11(a) of the Securities Act and the rules and regulations of the SEC thereunder; (g) Maintain a transfer agent for the Buyer Common Stock and cooperate with Xxxxxxxx and Xxxxxxx to service 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 jurisdiction denominations and except registered in such names as Xxxxxxxx or Xxxxxxx may be required reasonably request; and (h) Use its commercially reasonable efforts to cause all Buyer Shares covered by the Securities Act; e.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 the Registration Statement.