Common use of OBLIGATIONS OF XXXX Clause in Contracts

OBLIGATIONS OF XXXX. xxx. In furtherance of its obligations under Section 2.01 or 2.02 to use its commercially reasonable efforts to effect the registration of the Registrable Securities, Xxxx.xxx 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 keep such registration statement effective until (i) in the case of a Demand Registration, the time when all Registrable Securities are eligible for sale by the Holders pursuant to Rule 144(k) and (ii) in the case of a Piggyback Registration, until 90 days after the effectiveness of such registration statement; (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration until the earlier of the time periods specified in Section 2.03(a) and such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the Holders set forth in such registration statement; (c) Furnish to the Holders such numbers of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits) and prospectus, including any preliminary prospectus, in conformity with the requirements of the Act, and such other documents as the Holders may reasonably request in order to facilitate the disposition of the 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 (domestic or foreign) as each Holder thereof shall reasonably request, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the securities owned by such Holder, except that Xxxx.xxx shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 2.03(d) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction; (e) Use its reasonable commercial efforts to (i) obtain the withdrawal of any order suspending the effectiveness of such registration statement or sales thereunder at the earliest possible time and (ii) cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Holders thereof to consummate the disposition of such Registrable Securities; (f) In connection with any firm commitment underwritten offering, furnish to each Holder a signed counterpart, addressed to such Holder (and the underwriters, if any) of (i) an opinion of counsel for Xxxx.xxx dated the date of the closing under the underwriting agreement, reasonably satisfactory in form and substance to such underwriter, and (ii) a "comfort" letter, dated the effective date of such registration statement (and dated the date of the closing under the underwriting agreement), signed by the independent public accountants who have certified Xxxx.xxx's financial statements included in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to the underwriters in underwritten public offerings of securities; (g) Notify in writing each Holder, at any time when a prospectus relating thereto is required to be delivered under the Act, (a) upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and (b) of any request for any amendment of or supplement to any registration statement or other document relating to such offering promptly after receipt of such request from the SEC or any other regulatory body or other body having jurisdiction and, in either case, at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (h) Otherwise comply with all applicable federal and state securities laws and rules and regulations of the SEC, and make available to the Holders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earning statement shall satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act, and will furnish to each Holder draft and final versions of each registration statement and prospectus used in connection therewith prior to the filing thereof, and any amendment or supplement to such registration statement or prospectus and shall not file any thereof to which any Holder shall have reasonably objected on the grounds that such registration statement, prospectus, amendment or supplement does not comply in all material respects with the requirements of the Act or the rules or regulations thereunder; (i) Provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement; and (j) Use its reasonable commercial efforts to list all Registrable Securities covered by such registration statement on each securities exchange and inter-dealer quotation system on which similar securities issued by Xxxx.xxx are then listed. Xxxx.xxx may require each Holder as to which any registration is being effected to furnish Xxxx.xxx such information regarding such Holder and the distribution of such securities as Xxxx.xxx may from time to time reasonably request in writing.

OBLIGATIONS OF XXXX. xxx. In furtherance of its obligations under Section 2.01 or 2.02 to use its commercially reasonable efforts Xx the event ESAN proposes to effect the registration of the any Registrable Securities, Xxxx.xxx ESAN shall, as expeditiously as reasonably possible,use its best effort to do each of the following: (ai) 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 keep such registration statement effective until (i) in the case of a Demand Registration, the time when all Registrable Securities are eligible for sale by the Holders pursuant to Rule 144(k) and Registration Statement. (ii) in the case of a Piggyback Registration, until 90 days after the effectiveness of such registration statement; (b) Prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such registration statement the Registration Statement and the prospectus used in connection therewith with the Registration Statement as may be necessary to keep the Registration effective and comply with the provisions of the 1933 Act with respect to the disposition of all securities Registrable Securities of ESAN covered by such registration the Registration Statement until the earlier of the time periods specified in Section 2.03(a) and such time as all of such securities Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders seller or sellers thereof as set forth in such registration statement;the Registration Statement. (ciii) Furnish to the Holders such numbers of copies of such registration statement a prospectus and of each amendment and supplement thereto (in each case including all exhibits) and prospectus, including any preliminary prospectus, in conformity with the requirements of the Actamendments thereto, and such other documents and information as they or the Holders underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities;Securities owned by them. (div) Use its commercially reasonable best efforts to register and qualify the securities covered by such registration statement Registration Statement under such other securities or blue sky Blue Sky laws of such jurisdictions (domestic or foreign) as each Holder thereof shall reasonably request, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such Holder to consummate requested by the disposition in such jurisdictions of the securities owned by such HolderHolders, except provided that Xxxx.xxx ESAN shall not for any such purpose be required in connection therewith or as a condition thereto to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this Section 2.03(d) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to general service of process in any such jurisdiction;states or jurisdictions. (ev) Use its reasonable commercial efforts to (i) obtain In the withdrawal event of any order suspending the effectiveness of such registration statement or sales thereunder at the earliest possible time and (ii) cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Holders thereof to consummate the disposition of such Registrable Securities; (f) In connection with any firm commitment underwritten public offering, furnish to each Holder a signed counterpart, addressed to such Holder (enter into and the underwriters, if any) of (i) perform its obligations under an opinion of counsel for Xxxx.xxx dated the date of the closing under the underwriting agreement, reasonably satisfactory in form usual and substance to customary form, with the managing underwriter of such underwriter, andoffering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (iivi) a "comfort" letter, dated the effective date As promptly as practicable after becoming aware of such registration statement (and dated the date event, notify Holder of the closing under the underwriting agreement), signed by the independent public accountants who have certified Xxxx.xxx's financial statements included in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to the underwriters in underwritten public offerings of securities; (g) Notify in writing each Holder, at any time when a prospectus relating thereto is required to be delivered under the Act, (a) upon discovery that, or upon the happening of any event of which ESAN has knowledge, as a result of which, which the prospectus included in such registration statementthe Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and (b) of any request for any amendment of or supplement to any registration statement or other document relating to such offering promptly after receipt of such request from the SEC or any other regulatory body or other body having jurisdiction and, in either case, at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;, not misleading, and use its reasonable efforts promptly to prepare a supplement or amendment to the Registration Statement or other appropriate filing with the SEC to correct such untrue statement or omission, and deliver a number of copies of such supplement or amendment to Holder as Holder may reasonably request. (hvii) Otherwise comply As promptly as practicable after becoming aware of such event, notify Holder, if its Registrable Securities are being sold or, in the event of an underwriting offering, the managing underwriters of the issuance by the SEC of any notice of effectiveness or any stop order or other suspension of the effectiveness of the Registration Statement or post-effective amendment thereto at the earliest possible time and make reasonable efforts to obtain the withdrawal of any such order suspending the effectiveness of the Registration Statement or post-effective amendment thereto. (viii) Use its reasonable efforts to obtain legal opinions of counsel to ESAN dated on the date such opinions are addressed to Holder if its Registrable Securities are included in the Registration Statement, in customary form and covering such matters of the type customarily covered by such opinions. Delivery of any such opinion shall be subject to the recipient furnishing such written representations or acknowledgments as are customarily provided by selling stockholders who receive such opinions. (ix) Cooperate with all applicable federal the Holder, if its Registrable Securities are being offered, to facilitate the timely preparation and state securities laws delivery of certificates for the Registrable Securities to be offered pursuant to the Registration Statement and rules and regulations enable such certificates for the Registrable Securities to be in such denominations or amounts, as the case may be, as the Holder may reasonably request and, within a commercially reasonable amount of time after a Registration Statement which includes Registrable Securities is ordered effective by the SEC, ESAN shall deliver, and make available shall cause legal counsel selected by ESAN to deliver, to the Holders, as soon as reasonably practicable, transfer agent for the Registrable Securities (with copies to the Holder if its Registrable Securities are included in such Registration Statement) an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date appropriate instruction and opinion of such registration statement, which earning statement shall satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act, and will furnish to each Holder draft and final versions of each registration statement and prospectus used in connection therewith prior to the filing thereof, and any amendment or supplement to such registration statement or prospectus and shall not file any thereof to which any Holder shall have reasonably objected on the grounds that such registration statement, prospectus, amendment or supplement does not comply in all material respects with the requirements of the Act or the rules or regulations thereunder;counsel. (ix) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange or quotation system on which similar securities issued by ESAN are then listed or quoted. (xi) Provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date registered pursuant hereunder, in each case not later than the effective date of such registration statement; andregistration. (jxii) Use its Take all other reasonable commercial efforts actions necessary to list all expedite and facilitate disposition by the Holder of the Registrable Securities covered by such registration statement on each securities exchange and inter-dealer quotation system on which similar securities issued by Xxxx.xxx are then listed. Xxxx.xxx may require each Holder as pursuant to which any registration is being effected to furnish Xxxx.xxx such information regarding such Holder and the distribution of such securities as Xxxx.xxx may from time to time reasonably request in writingRegistration Statement.