Common use of OBLIGATIONS OF THE HOLDERS OF REGISTRABLE SECURITIES Clause in Contracts

OBLIGATIONS OF THE HOLDERS OF REGISTRABLE SECURITIES. (a) At least two business days prior to the first anticipated filing date of a Shelf Registration, the Company shall notify each holder of a Registrable Security in writing of the information the Company requires from each such holder if such holder elects to have any of such holder's Registrable Securities included in such Shelf Registration. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular holder that such holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, and any changes in any such information that would require an amendment or supplement to any such registration, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. To the extent that any holder of Registrable Securities fails to timely provide such information, the Company shall not be subject to any penalties hereunder or under the Purchase Agreement for the period of time that such holder has failed to timely provide such information. (b) Each holder of Registrable Securities, by such holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Shelf Registration hereunder, unless such holder has notified the Company in writing of such holder's election to exclude all of such holder's Registrable Securities from such Shelf Registration. (c) Each holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(c) or Section 4(j), such holder will immediately discontinue disposition of Registrable Securities pursuant to any Shelf Registration(s) covering such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(c) or Section 4(j) or receipt of notice that no supplement or amendment is required. (d) Each holder of Registrable Securities agrees that, upon request of the Company, such holder will immediately discontinue disposition of the Registrable Securities pursuant to any Shelf Registration covering such Registrable Securities during any period not to exceed one 90-day period within any one 12-month period the Company requires in connection with an underwritten public offering. In addition, each holder of Registrable Securities agrees that such holder will enter into a standstill or lock-up agreement with respect to any underwritten public offering so long as (i) such agreement is required by the managing underwriter in connection with such underwritten public offering, (ii) the term of such agreement does not exceed 90 days, (iii) all of the Company's executive officers, directors and 5% stockholders (other than institutional stockholders) are required by such managing underwriter to enter into identical standstill or lockup agreements, and (iv) the continued effectiveness of such agreement is conditioned upon the continued effectiveness of all of the agreements described in the preceding clause (iii).

OBLIGATIONS OF THE HOLDERS OF REGISTRABLE SECURITIES. (a) At least two business days prior to In connection with the first anticipated filing date registration of a Shelf Registrationthe Registrable Securities, the Company holders thereof shall notify each holder of a Registrable Security in writing of have the information the Company requires from each such holder if such holder elects to have any of such holder's Registrable Securities included in such Shelf Registration. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular holder that such holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, and any changes in any such information that would require an amendment or supplement to any such registration, it as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. To the extent that any holder of Registrable Securities fails to timely provide such information, the Company shall not be subject to any penalties hereunder or under the Purchase Agreement for the period of time that such holder has failed to timely provide such information. (b) b. Each holder of Registrable Securities, by such holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Shelf the Registration Statement hereunder, unless such holder has notified the Company in writing of such holder's election to exclude all of such holder's Registrable Securities from such Shelf Registrationthe Registration Statement. (cc. In the event the Company engages the services of underwriters pursuant to Section 2(a) above, each holder agrees to enter into and perform such holder's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such holder has notified the Company in writing of such holder's election to exclude all of such holder's Registrable Securities from the Registration Statement. d. Each holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(c3(e) or Section 4(j3(f), such holder will immediately discontinue disposition of Registrable Securities pursuant to any Shelf Registration(s) the Registration Statement covering such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(c3(e) or Section 4(j3(f) or receipt of notice that no supplement or amendment is required. (d) Each holder of Registrable Securities agrees thatand, upon request of if so directed by the Company, such holder will immediately discontinue disposition shall deliver to the Company (at the expense of the Registrable Securities pursuant to any Shelf Registration Company) or destroy all copies in such holder's possession, of the prospectus covering such Registrable Securities during any period not to exceed one 90-day period within any one 12-month period current at the Company requires in connection with an underwritten public offering. In addition, each time of receipt of such notice. e. No holder of Registrable Securities agrees that may participate in any underwritten registration hereunder unless such holder will enter into a standstill or lock-up agreement with respect to any underwritten public offering so long as (i) agrees to sell such agreement is required holder's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the managing underwriter in connection with such underwritten public offeringCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the term terms of such agreement does not exceed 90 daysunderwriting arrangements, and (iii) all of the Company's executive officers, directors and 5% stockholders (other than institutional stockholders) are required by such managing underwriter agrees to enter into identical standstill or lockup agreements, and (iv) the continued effectiveness of such agreement is conditioned upon the continued effectiveness pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the agreements described in the preceding clause (iii)Company pursuant to Section 5 below.

OBLIGATIONS OF THE HOLDERS OF REGISTRABLE SECURITIES. (a) At least two business days prior to the first anticipated filing date of a Shelf Registration or a Piggyback Registration, the Company shall notify each holder of a Registrable Security in writing of the information the Company requires from each such holder if such holder elects to have any of such holder's ’s Registrable Securities included in such Shelf Registration or Piggyback Registration. It shall be a condition precedent to the obligations of the Company to complete the any registration pursuant to this Agreement with respect to the Registrable Securities of a particular holder that such holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, and any changes in any such information that would require an amendment or supplement to any such registration, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. To the extent that any holder of Registrable Securities fails to timely provide such information, the Company shall not be subject to any penalties hereunder or under the Purchase Agreement for the period of time that such holder has failed to timely provide such information. (b) Each holder of Registrable Securities, by such holder's ’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Shelf Registration or Piggyback Registration hereunder, unless such holder has notified the Company in writing of such holder's ’s election to exclude all of such holder's ’s Registrable Securities from such Shelf Registration or Piggyback Registration. (c) Each holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(c) or Section 4(j), such holder will immediately discontinue disposition of Registrable Securities pursuant to any Shelf Registration(s) covering such Registrable Securities until such holder's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(c) or Section 4(j) or receipt of notice that no supplement or amendment is required. (d) Each holder of Registrable Securities agrees that, upon request of the Company, such holder will immediately discontinue disposition of the Registrable Securities pursuant to any Shelf Registration or Piggyback Registration covering such Registrable Securities during any period not to exceed one 90-day period within any one 12-month period the Company requires in connection with an underwritten public offering. In addition, each holder of Registrable Securities agrees that such holder will enter into a standstill or lock-up agreement with respect to any underwritten public offering so long as (i) such agreement is required by the managing underwriter in connection with such underwritten public offering, (ii) the term of such agreement does not exceed 90 days, (iii) all of the Company's ’s executive officers, directors and 5% stockholders (other than institutional stockholders) are required by such managing underwriter to enter into identical standstill or lockup agreements, and (iv) the continued effectiveness of such agreement is conditioned upon the continued effectiveness of all of the agreements described in the preceding clause (iii).

OBLIGATIONS OF THE HOLDERS OF REGISTRABLE SECURITIES. (a) At least two business days prior to the first anticipated filing date of a Shelf Registration, the Company shall notify each holder of a Registrable Security in writing In consideration of the information the Company requires from each such holder if such holder elects to have any of such holderCompany's Registrable Securities included in such Shelf Registration. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular holder that such holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, and any changes in any such information that would require an amendment or supplement to any such registration, as shall be reasonably required to effect and maintain the effectiveness of compliance with the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. To the extent that any holder of Registrable Securities fails to timely provide such informationstatement provisions set forth herein, the Company shall not be subject to any penalties hereunder or under the Purchase Agreement for the period of time that such holder has failed to timely provide such information. (b) Each each holder of Registrable Securities, severally and not jointly, agrees that (and, in the case of clause (i) below, with respect to any given holder for any given registration, such obligations of and compliance by the Company shall be expressly conditioned upon such holder's acceptance of the Registrable Securities, agrees to cooperate compliance with the Company as reasonably requested by the Company in connection with the preparation and filing provisions of any Shelf Registration hereunder, unless such clause (i)): (i) Unless such holder has notified the Company in writing of such holder's election to exclude all of such holder's Registrable Securities from such Shelf Registration. (c) Each holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(c) or Section 4(j), such holder will immediately discontinue disposition of Registrable Securities pursuant to any Shelf Registration(s) covering such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(c) or Section 4(j) or receipt of notice that no supplement or amendment is required. (d) Each holder of Registrable Securities agrees that, upon request of the Company, such holder will immediately discontinue disposition of the Registrable Securities pursuant to any Shelf Registration covering such Registrable Securities during any period not to exceed one 90-day period within any one 12-month period the Company requires in connection with an underwritten public offering. In additionregistration, each holder of Registrable Securities agrees that such holder will enter into a standstill or lock-up agreement shall cooperate with respect to any underwritten public offering so long as (i) such agreement is required by the managing underwriter Company in connection with the preparation of any registration statement hereunder and shall provide to the Company, in writing, for use in the Shelf Registration Statement or other registration statement hereunder, all such underwritten public offeringinformation regarding such holder, its ownership of Registrable Securities and the plan(s) of distribution of the Registrable Securities as the Company reasonably requests to prepare the registration statement and prospectus covering the Registrable Securities in accordance with applicable requirements of law, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith. (ii) In the term event that the Company informs the holders of such agreement Registrable Securities of the happening of an event described in Section 3(a)(v) or Section 3(a)(viii), the holders of Registrable Securities shall refrain from selling Registrable Securities until the earlier to occur of the date (x) the Company notifies the holders of Registrable Securities that it has filed with the Commission an amendment or supplement to the prospectus included in the registration statement, or (y) the Company notifies the holders of Registrable Securities that the potentially disclosable event no longer exists and that the prospectus included in the registration statement does not exceed 90 days, (iii) all contain an untrue statement of material fact or omit to state any fact necessary to make the Company's executive officers, directors and 5% stockholders (other than institutional stockholders) are required by such managing underwriter to enter into identical standstill or lockup agreements, and (iv) the continued effectiveness of such agreement is conditioned upon the continued effectiveness of all of the agreements described in the preceding clause (iii)statements therein not misleading.

OBLIGATIONS OF THE HOLDERS OF REGISTRABLE SECURITIES. (a) At least two business days prior to the first anticipated filing date Holders of a Shelf Registration, the Company shall notify each holder of a Registrable Security in writing of the information the Company requires from each such holder if such holder elects to have any of such holder's Registrable Securities included desiring to sell in such Shelf Registration. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular holder that such holder shall statement will furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, and any changes in any such information that would require an amendment or supplement to any such registration, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. To the extent that any holder require from such holders of Registrable Securities fails to timely provide such information, the Company shall not be subject to any penalties hereunder or under the Purchase Agreement for the period of time that such holder has failed to timely provide such information. (b) Each holder of Registrable Securities, by such holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation registration statement (and filing of the prospectus included therein). No Shareholder may participate in any Shelf Registration hereunder, offering unless such holder has notified (i) agrees to sell his Registrable Securities on the basis provided in any agreement governing the offering and (ii) completes and executes all reasonable and customary questionnaires, indemnities, and other documents required in connection with the offering. 2.14.1. Failure of a Shareholder to furnish the information and agreements described in this Agreement shall not affect the obligations of the Company in writing of such holder's election under this Agreement to exclude all of such holder's Registrable Securities from such Shelf Registration. (c) Each holder the remaining holders of Registrable Securities agrees thatto furnish such reasonable and customary information and agreements unless, in the reasonable opinion of counsel to the Company, such failure impairs or may impair the viability of the entire offering or the legality of the registration or the underlying offering. 2.14.2. The Shareholders holding shares included in the registration will not (until further notice by the Company) effect sales thereof (or deliver a prospectus to any purchaser) after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. At the end of the period during which the Company is obligated to keep the registration statement current and effective as described in Section 2.8.2 the Shareholders holding shares of Registrable Securities included in the registration shall discontinue sales of shares pursuant to such registration statement upon receipt of any written notice from the Company of its intention to remove from registration the happening of any event of the kind described in Section 4(c) or Section 4(j), such holder will immediately discontinue disposition shares of Registrable Securities pursuant to any Shelf Registration(s) covering covered by such Registrable Securities until registration statement that remain unsold, and such holder's holders shall notify the Company of the number of such shares registered that remain unsold promptly upon receipt of such written notice from the copies of the supplemented or amended prospectus contemplated by Section 4(c) or Section 4(j) or receipt of notice that no supplement or amendment is requiredCompany. (d) Each holder of Registrable Securities agrees that, upon request of the Company, such holder will immediately discontinue disposition of the Registrable Securities pursuant to any Shelf Registration covering such Registrable Securities during any period not to exceed one 90-day period within any one 12-month period the Company requires in 2.14.3. In connection with an underwritten public any offering. In addition, each holder of who intends to sell Registrable Securities agrees that such holder will enter into a standstill not use any offering document, offering circular or lock-up agreement other offering materials with respect to any underwritten public offering so long as (i) such agreement is required the offer or sale of Registrable Securities, other than the prospectuses provided by the managing underwriter in connection with such underwritten public offering, (ii) the term of such agreement does not exceed 90 days, (iii) all of the Company's executive officers, directors Company and 5% stockholders (other than institutional stockholders) are required any documents incorporated by such managing underwriter to enter into identical standstill or lockup agreements, and (iv) the continued effectiveness of such agreement is conditioned upon the continued effectiveness of all of the agreements described in the preceding clause (iii)reference therein.

OBLIGATIONS OF THE HOLDERS OF REGISTRABLE SECURITIES. (a) 3.1 At least two five business days prior to the first anticipated filing date of a Shelf Registrationany registration in which the Registered Holders have rights hereunder, the Company shall notify each holder of a Registrable Security Registered Holder in writing of the information the Company requires from each such holder if such holder elects to have any of such holder's Registrable Securities included in such Shelf Registrationregistration. It shall be a condition precedent to the obligations of the Company to complete the any registration pursuant to this Agreement with respect to the Registrable Securities of a particular holder Registered Holder that each such holder Registered Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, and any changes in any such information that would require an amendment or supplement to any such registration, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. To the extent that any holder of Registrable Securities fails to timely provide such information, the Company shall not be subject to any penalties hereunder or under the Purchase Agreement for the period of time that such holder has failed to timely provide such information. (b) 3.2 Each holder of Registrable SecuritiesRegistered Holder, by such holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Shelf Registration registration hereunder, unless such holder has notified the Company in writing of such holder's election to exclude all of such holder's Registrable Securities from such Shelf Registrationregistration. (c) 3.3 Each holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(c) or Section 4(j), such holder will immediately discontinue disposition of Registrable Securities pursuant to any Shelf Registration(s) covering such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(c) or Section 4(j) or receipt of notice that no supplement or amendment is required. (d) Each holder of Registrable Securities Registered Holder agrees that, upon request of the Company, such holder will immediately discontinue disposition of the Registrable Securities pursuant to any Shelf Registration registration covering such Registrable Securities during any period not to exceed one 90-day period within any one 12-month period the Company requires in connection with an underwritten public offering. In addition, each holder of Registrable Securities agrees that such holder will enter into a standstill or lock-up agreement with respect to any underwritten public offering so long as (i) such agreement is required by the managing underwriter in connection with such underwritten public offering, (ii) the term of such agreement does not exceed 90 days, (iii) all of the Company's executive officers, directors and 5% stockholders (other than institutional stockholders) are required by such managing underwriter to enter into identical standstill or lockup agreements, and (iv) the continued effectiveness of such agreement is conditioned upon the continued effectiveness of all of the agreements described in the preceding clause (iii).

OBLIGATIONS OF THE HOLDERS OF REGISTRABLE SECURITIES. (a) At least two business days prior to the first anticipated filing date Holders of a Shelf Registration, the Company shall notify each holder of a Registrable Security in writing of the information the Company requires from each such holder if such holder elects to have any of such holder's Registrable Securities included desiring to sell in such Shelf Registration. It shall be a condition precedent to the obligations of the Company to complete the registration statement pursuant to this Agreement with respect to the Registrable Securities of a particular holder that such holder shall will furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, and any changes in any such information that would require an amendment or supplement to any such registration, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. To the extent that any holder require from such Holders of Registrable Securities fails to timely provide such information, the Company shall not be subject to any penalties hereunder or under the Purchase Agreement for the period of time that such holder has failed to timely provide such information. (b) Each holder of Registrable Securities, by such holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation registration statement (and filing of the prospectus included therein). No Holder may participate in any Shelf Registration hereunder, offering unless such holder has notified Holder (i) agrees to sell his Registrable Securities on the basis provided in any agreement governing the offering and (ii) completes and executes all reasonable and customary questionnaires, indemnities, and other documents required in connection with the offering. 2.14.1. Failure of a Holder to furnish the information and agreements described in this Agreement shall not affect the obligations of the Company in writing of such holder's election under this Agreement to exclude all of such holder's Registrable Securities from such Shelf Registration. (c) Each holder the remaining Holders of Registrable Securities agrees thatto furnish such reasonable and customary information and agreements unless, in the reasonable opinion of counsel to the Company, such failure impairs or may impair the viability of the entire offering or the legality of the registration or the underlying offering. 2.14.2. The Holders holding shares included in the registration will not (until further notice by the Company) effect sales thereof (or deliver a prospectus to any purchaser) after receipt of written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. At the end of the period during which the Company is obligated to keep the registration statement current and effective as described in Section 2.8.2 the Holders holding Registrable Securities included in the registration shall discontinue sales of shares pursuant to such registration statement upon receipt of any written notice from the Company of its intention to remove from registration the happening of any event of the kind described in Section 4(c) or Section 4(j), such holder will immediately discontinue disposition shares of Registrable Securities pursuant covered by such registration statement that remain unsold, and such holders shall notify the Company of the number of such shares registered that remain unsold promptly upon receipt of such written notice from the Company. 2.14.3. In connection with any offering, each Holder who intends to any Shelf Registration(s) covering such sell Registrable Securities until such holder's receipt of the copies of the supplemented will not use any offering document, offering circular or amended prospectus contemplated by Section 4(c) or Section 4(j) or receipt of notice that no supplement or amendment is required. (d) Each holder of Registrable Securities agrees that, upon request of the Company, such holder will immediately discontinue disposition of the Registrable Securities pursuant to any Shelf Registration covering such Registrable Securities during any period not to exceed one 90-day period within any one 12-month period the Company requires in connection with an underwritten public offering. In addition, each holder of Registrable Securities agrees that such holder will enter into a standstill or lock-up agreement other offering materials with respect to any underwritten public offering so long as (i) such agreement is required the offer or sale of Registrable Securities, other than the prospectuses provided by the managing underwriter in connection with such underwritten public offering, (ii) the term of such agreement does not exceed 90 days, (iii) all of the Company's executive officers, directors Company and 5% stockholders (other than institutional stockholders) are required any documents incorporated by such managing underwriter to enter into identical standstill or lockup agreements, and (iv) the continued effectiveness of such agreement is conditioned upon the continued effectiveness of all of the agreements described in the preceding clause (iii)reference therein.