Common use of Obligations of the Lenders Clause in Contracts

Obligations of the Lenders. (a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 hereof with respect to the Registrable Securities of any Lender that such Lender furnish in writing to the Company a Selling Securityholder Questionnaire and any other information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities, and such Lender shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Lender of the information the Company requires from such Lender if such Lender elects to have any of the Registrable Securities included in the Registration Statement. A Lender shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of the Registration Statement if such Lender elects to have any of the Registrable Securities included in the Registration Statement. (b) Each Lender, by its 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 the Registration Statement hereunder, unless such Lender has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement. (c) Each Lender agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(c) hereof, such Lender will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Lender is advised by the Company that such dispositions may again be made. (d) Each Lender covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

Obligations of the Lenders. (a) It shall be a condition precedent Each Lender agrees to the obligations of the Company to take any action pursuant to Section 2 hereof with respect to the Registrable Securities of any Lender that such Lender furnish in writing to the Company a Selling Securityholder completed Questionnaire and any other information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities, and such Lender shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Lender of the information the Company requires from such Lender if such Lender elects to have any of the Registrable Securities included in the Registration Statement. A Lender shall provide such information form attached to the Company this Agreement as Annex B (a “Selling Holder Questionnaire”) at least two (2) Business Days prior to the first anticipated filing date of the such Registration Statement if such Lender elects to have any of the Registrable Securities included in the Registration Statement. If any Lender fails to provide a complete and accurate Selling Holder Questionnaire at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement, then such Lender shall be deemed to have waived and relinquished the registration rights set forth in this Agreement and shall thereafter not be entitled to any liquidated damages as provided for herein. (b) Each Lender, by its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement hereunder, unless such Lender has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement. (c) Each Lender agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii2(b)(ii) or (ii) the happening of an event pursuant to Section 3(c3(c)(i)(C) hereof, such Lender will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Lender Lender’s receipt of the copies of the supplemented or amended prospectus filed with the Commission and until any related post-effective amendment is advised declared effective and, if so directed by the Company, the Lender shall deliver to the Company that such dispositions may again be made. (d) Each Lender covenants and agrees that it will comply with at the prospectus delivery requirements expense of the Securities Act as applicable Company) or destroy (and deliver to it or an exemption therefrom the Company a certificate of destruction) all copies in connection with sales the Lender’s possession of the Prospectus covering the Registrable Securities pursuant to current at the Registration Statementtime of receipt of such notice.

Obligations of the Lenders. (a) It Each Lender shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 hereof with respect to the Registrable Securities of any Lender that such Lender furnish in writing to the Company a Selling Securityholder Questionnaire and any other such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities, Securities and such Lender shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of the any Registration Statement, the Company shall notify each Lender of the information the Company requires from such Lender if such Lender elects to have any of the Registrable Securities included in the Registration Statement. A Each Lender shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of the such Registration Statement if such Lender elects to have any of the Registrable Securities included in the Registration Statement, subject to the Filing Deadline Extension. (b) Each Lender, by its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement hereunder, unless such Lender Xxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement. (c) Each Lender agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(c3(h) hereof, such Lender will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Lender Lender’s receipt of the copies of the supplemented or amended prospectus filed with the SEC and until any related post-effective amendment is advised declared effective and, if so directed by the Company, the Lender shall deliver to the Company that such dispositions may again be made. (d) Each Lender covenants and agrees that it will comply with at the prospectus delivery requirements expense of the Securities Act as applicable Company) or destroy (and deliver to it or an exemption therefrom the Company a certificate of destruction) all copies in connection with sales the Lender’s possession of the Prospectus covering the Registrable Securities pursuant to current at the Registration Statementtime of receipt of such notice.

Obligations of the Lenders. (a) At least three Business Days prior to the first anticipated Filing Date of the Registration Statement, the Company shall notify each Lender in writing (which may be by email) of the information the Company requires from each such Lender if such Lender elects to have any of such Lender’s Registrable Securities included in the Registration Statement. It shall be a condition precedent to the obligations of the Company to take complete any action registration pursuant to Section 2 hereof this Agreement with respect to the Registrable Securities of any a particular Lender that such Lender shall furnish in writing to the Company a Selling Securityholder Questionnaire and any other such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities, Securities and such Lender shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Lender of the information the Company requires from such Lender if such Lender elects to have any of the Registrable Securities included in the Registration Statement. A Lender shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of the Registration Statement if such Lender elects to have any of the Registrable Securities included in the Registration Statement. (b) Each Lender, by its such Lender’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 the Registration Statement hereunder, unless such Lender has notified the Company in writing (which may be by email) of its such Lender’s election to exclude all of its such Lender’s Registrable Securities from the such Registration Statement. (c) Each Lender agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an any event pursuant to of the kind described in Section 3(c3(g) hereofor the first sentence of Section 3(f), such Lender will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Lender’s receipt of copies of the supplemented or amended prospectus as contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, until the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of a Lender in connection with any sale of Registrable Securities with respect to which a Lender has entered into a contract for sale prior to the Lender’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of Section 3(f) and for which the Lender is advised by the Company that such dispositions may again be madehas not yet settled. (d) Each Lender covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

Obligations of the Lenders. (a) In connection with the registration of the Registrable Securities, the Lenders shall have the following obligations: a. It shall be a condition precedent to the obligations of the Company to take any action complete the registration pursuant to Section 2 hereof this Agreement with respect to the Registrable Securities of any Lender a particular Investor that such Lender Investor shall furnish in writing to the Company a Selling Securityholder Questionnaire and any other such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, it as shall be reasonably required to effect the registration of such Registrable Securities, Securities and such Lender shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Lender Investor of the information the Company requires from each such Lender if such Lender elects to have any of the Registrable Securities included in the Registration Statement. A Lender shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of the Registration Statement if such Lender elects to have any of the Registrable Securities included in the Registration StatementInvestor. (b) b. Each LenderInvestor, by its such Investor'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 the Registration Statement hereunder, unless such Lender Investor has notified the Company in writing of its such Investor's election to exclude all of its such Investor's Registrable Securities from the such Registration Statement. (c) c. In the event Lenders holding a majority in interest of the Registrable Securities being offered determine to engage the services of an underwriter, each Investor agrees to enter into and perform such Investor'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 Investor has notified the Company in writing of such Investor's election not to participate in such underwritten distribution. d. Each Lender Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an any event pursuant to Section 3(cof the kind described in Sections 3(f) hereofor 3(g), such Lender Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable SecuritiesSecurities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Sections 3(f) or 3(g) and, until if so directed by the Lender is advised Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten distribution hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company that such dispositions may again be made. (d) Each Lender covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration StatementSection 5 below.

Obligations of the Lenders. (a) It Each Lender shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 hereof with respect to the Registrable Securities of any Lender that such Lender furnish in writing to the Company a Selling Securityholder Questionnaire and any other such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities, Securities and such Lender shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of the any Registration Statement, the Company shall notify each Lender of the information the Company requires from such Lender if such Lender elects to have any of the Registrable Securities included in the Registration Statement. A Each Lender shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of the such Registration Statement if such Lender elects to have any of the Registrable Securities included in the Registration Statement. (b) Each Lender, by its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement hereunder, unless such Lender Xxxxxx has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement. (c) Each Lender agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(c3(h) hereof, such Lender will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Lender Lender’s receipt of the copies of the supplemented or amended prospectus filed with the SEC and until any related post-effective amendment is advised declared effective and, if so directed by the Company, the Lender shall deliver to the Company that such dispositions may again be made. (d) Each Lender covenants and agrees that it will comply with at the prospectus delivery requirements expense of the Securities Act as applicable Company) or destroy (and deliver to it or an exemption therefrom the Company a certificate of destruction) all copies in connection with sales the Lender’s possession of the Prospectus covering the Registrable Securities pursuant to current at the Registration Statementtime of receipt of such notice.

Obligations of the Lenders. (a) It Each Lender shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2 hereof with respect to the Registrable Securities of any Lender that such Lender furnish in writing to the Company a Selling Securityholder Questionnaire and any other such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Registrable Securities, Securities and such Lender shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) Business Days prior to the first anticipated filing date of the any Registration Statement, the Company shall notify each Lender of the information the Company requires from such Lender if such Lender elects to have any of the Registrable Securities included in the Registration Statement. A An Lender shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of the such Registration Statement if such Lender elects to have any of the Registrable Securities included in the Registration Statement. (b) Each Lender, by its acceptance of the Registrable Securities, Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement hereunder, unless such Lender has notified the Company in writing of its election to exclude all of its Registrable Securities from the such Registration Statement. (c) Each Lender agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event pursuant to Section 3(c3(h) hereof, such Lender will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Lender is advised by the Company that such dispositions may again be made. (d) Each Lender covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.