Common use of Other Obligations of the Company Clause in Contracts

Other Obligations of the Company. The Company shall have the following obligations, which except as specifically indicated below, are to be performed after effectiveness of the Registration Statement: (a) After effectiveness of the Registration Statement, the Company shall use Commercially Reasonable Efforts to keep the Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Registrable Securities have been sold by Investor and (ii) the date on which the Registrable Securities of Investor (in the opinion of counsel to the Company) may be immediately sold to the public without registration or restriction (including without limitation as to volume by Investor) under the 1933 Act (the “Registration Period”), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any 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. For avoidance of doubt, the Company shall be in full compliance with this provision, (i) if the Company files any amend or supplement to the Registration Statement within a reasonable time after awareness of events requiring supplement or amendment to the Registration Statement or Prospectus, and in the case of a supplement or amendment requiring updated audited financial statements within a reasonable time after the annual audited financial statements become available to the Company, (it being understood and agreed the Company shall not be required to file any audited financial statements other than its annual year end audited financial statements), and (ii) any noncompliance with this Section 3 (a) or any other provision of this Agreement is caused by periods the Securities and Exchange Commission is reviewing any financial statements or other information filed by the Company. The right of other Investors to have the Registration Statement remain in effect shall not confer any rights on Investor. (b) During the Registration Period, subject to Section 3 (e) hereof, the Company shall use Commercially Reasonable Efforts to prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statements and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period (or to limit any period of ineffectiveness by taking Commercially Reasonable Efforts to cause the Registration to become effective again), and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Investor as set forth in the Registration Statement. (c) The Company shall use Commercially Reasonable Efforts to (i) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Company reasonably determines or to qualify for an exemption for resale afforded companies listed in a Standard & Poor’s corporate handbook or similar publications, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably necessary to maintain such registrations and qualifications in effect during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company 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 but for this Section, (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause the Company undue expense or burden, (v) make any change in its charter or bylaws, or (vi) spend more than $10,000 in fees and expenses for such “blue sky” compliance, including all legal, accounting, filing and other fees and expenses for registrations and exemptions for registration.. (d) The Company is not required to engage an underwriter for the offering, but ff the Company has engages an underwriter for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriters of such offering. (e) As promptly as practicable after becoming aware of such event, the Company shall notify each Investor of the happening of any event, of which the Company has knowledge, as a result of which the prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use its best efforts promptly to prepare a supplement or amendment to any Registration Statement to correct such untrue statement or omission; provided that, for not more than ninety (90) consecutive trading days (or a total of not more than one hundred twenty (120) trading days in any twelve (12) month period), the Company may delay the disclosure of material non-public information concerning the Company (as well as prospectus or Registration Statement updating) the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company (an “Allowed Delay”); provided, further, that the Company shall promptly (i) notify the Investors in writing of the existence of material non-public information giving rise to an Allowed Delay and (ii) advise the Investors in writing to cease all sales under such Registration Statement until the end of the Allowed Delay. Upon expiration of the Allowed Delay, the Company shall again be bound by the first sentence of this Section with respect to the information giving rise thereto. (f) The Company shall use Commercially Reasonable Efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, and, if such an order is issued, to obtain the withdrawal of such order within a reasonable time and to notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof. (g) To the extent required by applicable law at the time, the Company shall make generally available to its security holders as soon as practicable, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the 1000 Xxx) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the effective date of the Registration Statement. (h) The Company shall not be required to disclose any material nonpublic or other confidential information to any Investor or advisers to Investors pursuant to this Agreement until and unless such Investor and advisers shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto. Each Investor agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential. Investor hereby agrees that, if the Company advises Investor that Investor possesses material nonpublic information about the Company, Investor will not buy, sell or otherwise trade any securities of the Company (including, without limitation Registrable Securities), until the Company informs Investor that the information is no longer material nonpublic information. The determination by the Company that information is material nonpublic information is final ad binding on Investor. The Company shall have no liability to Investor for failing to inform Investor that information is material nonpublic information. (i) The Company shall use Commercially Reasonabble Efforts (i) to cause all the Registrable Securities covered by the Registration Statement to be listed on each national securities exchange, if any, on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) to the extent the securities of the same class or series are not then listed on a national securities exchange, to use reasonable efforts to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. (“NASD”) as such with respect to such Registrable Securities. (j) The Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement. (k) At the request of the holders of a majority of the Registrable Securities offered pursuant to the Registration Statement, the Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and any prospectus used in connection with the Registration Statement as may be necessary in order to change the plan of distribution set forth in such Registration Statement. (l) The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investors of Registrable Securities pursuant to a Registration Statement.

Other Obligations of the Company. The Company shall have the following obligations, which except as specifically indicated below, are to be performed after effectiveness of the Registration Statement: (a) After effectiveness of the Registration Statement, the Company shall use Commercially Reasonable Efforts to keep the Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Registrable Securities have been sold by Investor and (ii) the date on which the Registrable Securities of Investor (in the opinion of counsel to the Company) may be immediately sold to the public without registration or restriction (including without limitation as to volume by Investor) under the 1933 Act (the “"Registration Period”"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any 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. For avoidance of doubt, the Company shall be in full compliance with this provision, (i) if the Company files any amend or supplement to the Registration Statement within a reasonable time after awareness of events requiring supplement or amendment to the Registration Statement or Prospectus, and in the case of a supplement or amendment requiring updated audited financial statements within a reasonable time after the annual audited financial statements become available to the Company, (it being understood and agreed the Company shall not be required to file any audited financial statements other than its annual year end audited financial statements), and (ii) any noncompliance with this Section 3 (a) or any other provision of this Agreement is caused by periods the Securities and Exchange Commission is reviewing any financial statements or other information filed by the Company. The right of other Investors to have the Registration Statement remain in effect shall not confer any rights on Investor. (b) During the Registration Period, subject to Section 3 (e) hereof, the Company shall use Commercially Reasonable Efforts to prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statements and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period (or to limit any period of ineffectiveness by taking Commercially Reasonable Efforts to cause the Registration to become effective again), and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Investor as set forth in the Registration Statement. (c) The Company shall use Commercially Reasonable Efforts to (i) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or “"blue sky” " laws of such jurisdictions in the United States as the Company reasonably determines or to qualify for an exemption for resale afforded companies listed in a Standard & Poor’s 's corporate handbook or similar publications, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably necessary to maintain such registrations and qualifications in effect during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company 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 but for this Section, (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause the Company undue expense or burden, (v) make any change in its charter or bylaws, or (vi) spend more than $10,000 in fees and expenses for such “"blue sky” " compliance, including all legal, accounting, filing and other fees and expenses for registrations and exemptions for registration... (d) The Company is not required to engage an underwriter for the offering, but ff the Company has engages an underwriter for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriters of such offering. (e) As promptly as practicable after becoming aware of such event, the Company shall notify each Investor of the happening of any event, of which the Company has knowledge, as a result of which the prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use its best efforts promptly to prepare a supplement or amendment to any Registration Statement to correct such untrue statement or omission; provided that, for not more than ninety (90) consecutive trading days (or a total of not more than one hundred twenty (120) trading days in any twelve (12) month period), the Company may delay the disclosure of material non-public information concerning the Company (as well as prospectus or Registration Statement updating) the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company (an “"Allowed Delay”"); provided, further, that the Company shall promptly (i) notify the Investors in writing of the existence of material non-public information giving rise to an Allowed Delay and (ii) advise the Investors in writing to cease all sales under such Registration Statement until the end of the Allowed Delay. Upon expiration of the Allowed Delay, the Company shall again be bound by the first sentence of this Section with respect to the information giving rise thereto. (f) The Company shall use Commercially Reasonable Efforts to prevent toprevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, and, if such an order is issued, to obtain the withdrawal of such order within a reasonable time and to notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof. (g) To the extent required by applicable law at the time, the Company shall make generally available to its security holders as soon as practicable, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the 1000 0000 Xxx) covering a twelve-month period beginning not later than the first day of the Company’s 's fiscal quarter next following the effective date of the Registration Statement. (h) The Company shall not be required to disclose any material nonpublic or other confidential information to any Investor or advisers to Investors pursuant to this Agreement until and unless such Investor and advisers shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto. Each Investor agrees that it shall, upon learning that disclosure of such information infolination is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential. Investor hereby agrees that, if the Company advises Investor that Investor possesses material nonpublic information about the Company, Investor will not buy, sell or otherwise trade any securities of the Company (including, without limitation Registrable Securities), until the Company informs Investor that the information is no longer material nonpublic information. The determination by the Company that information is material nonpublic information infoiniation is final ad binding on Investor. The Company shall have no liability to Investor for failing to inform inform. Investor that information is material nonpublic information. (i) The Company shall use Commercially Reasonabble Reasonable Efforts (i) to cause all the Registrable Securities covered by the Registration Statement to be listed on each national securities exchange, if any, on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) to the extent the securities of the same class or series are not then listed on a national securities exchange, to use reasonable efforts to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. (“"NASD”") as such with respect to such Registrable Securities. (j) The Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement. (k) At the request of the holders of a majority of the Registrable Securities offered pursuant to the Registration Statement, the Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and any prospectus used in connection with the Registration Statement as may be necessary in order to change the plan of distribution set forth in such Registration Statement. (l1) The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investors of Registrable Securities pursuant to a Registration Statement.

Other Obligations of the Company. The Company shall have the following obligations, which except as specifically indicated below, are to be performed after effectiveness of the Registration Statement: (a) After effectiveness of the Registration Statement, the Company shall use Commercially Reasonable Efforts to keep the Registration Statement effective pursuant to Rule 415 at all times until such date as is the earlier of (i) the date on which all of the Registrable Securities have been sold by Investor and (ii) the date on which the Registrable Securities of Investor (in the opinion of counsel to the Company) may be immediately sold to the public without registration or restriction (including without limitation as to volume by Investor) under the 1933 Act (the “Registration Period”), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any 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. For avoidance of doubt, the Company shall be in full compliance with this provision, (i) if the Company files any amend or supplement to the Registration Statement within a reasonable time after awareness of events requiring supplement or amendment to the Registration Statement or Prospectus, and in the case of a supplement or amendment requiring updated audited financial statements within a reasonable time after the annual audited financial statements become available to the Company, (it being understood and agreed the Company shall not be required to file any audited financial statements other than its annual year end audited financial statements), and (ii) any noncompliance with this Section 3 (a) or any other provision of this Agreement is caused by periods the Securities and Exchange Commission is reviewing any financial statements or other information filed by the Company. The right of other Investors to have the Registration Statement remain in effect shall not confer any rights on Investor. (b) During the Registration Period, subject to Section 3 (e) hereof, the Company shall use Commercially Reasonable Efforts to prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statements and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period (or to limit any period of ineffectiveness by taking Commercially Reasonable Efforts to cause the Registration to become effective again), and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Investor as set forth in the Registration Statement. (c) The Company shall use Commercially Reasonable Efforts to (i) register and qualify the Registrable Securities covered by the Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Company reasonably determines or to qualify for an exemption for resale afforded companies listed in a Standard & Poor’s corporate handbook or similar publications, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably necessary to maintain such registrations and qualifications in effect during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company 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 but for this Section, (ii) subject itself to general taxation in any such jurisdiction, (iii) file a general consent to service of process in any such jurisdiction, (iv) provide any undertakings that cause the Company undue expense or burden, (v) make any change in its charter or bylaws, or (vi) spend more than $10,000 in fees and expenses for such “blue sky” compliance, including all legal, accounting, filing and other fees and expenses for registrations and exemptions for registration.. (d) The Company is not required to engage an underwriter for the offering, but ff the Company has engages an underwriter for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the underwriters of such offering. (e) As promptly as practicable after becoming aware of such event, the Company shall notify each Investor of the happening of any event, of which the Company has knowledge, as a result of which the prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and use its best efforts promptly to prepare a supplement or amendment to any Registration Statement to correct such untrue statement or omission; provided that, for not more than ninety (90) consecutive trading days (or a total of not more than one hundred twenty (120) trading days in any twelve (12) month period), the Company may delay the disclosure of material non-public information concerning the Company (as well as prospectus or Registration Statement updating) the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company (an “Allowed Delay”); provided, further, that the Company shall promptly (i) notify the Investors in writing of the existence of material non-public information giving rise to an Allowed Delay and (ii) advise the Investors in writing to cease all sales under such Registration Statement until the end of the Allowed Delay. Upon expiration of the Allowed Delay, the Company shall again be bound by the first sentence of this Section with respect to the information giving rise thereto. (f) The Company shall use Commercially Reasonable Efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, and, if such an order is issued, to obtain the withdrawal of such order within a reasonable time and to notify each Investor who holds Registrable Securities being sold (or, in the event of an underwritten offering, the managing underwriters) of the issuance of such order and the resolution thereof. (g) To the extent required by applicable law at the time, the Company shall make generally available to its security holders as soon as practicable, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the 1000 0000 Xxx) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the effective date of the Registration Statement. (h) The Company shall not be required to disclose any material nonpublic or other confidential information to any Investor or advisers to Investors pursuant to this Agreement until and unless such Investor and advisers shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto. Each Investor agrees that it shall, upon learning that disclosure of such information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the information deemed confidential. Investor hereby agrees that, if the Company advises Investor that Investor possesses material nonpublic information about the Company, Investor will not buy, sell or otherwise trade any securities of the Company (including, without limitation Registrable Securities), until the Company informs Investor that the information is no longer material nonpublic information. The determination by the Company that information is material nonpublic information is final ad binding on Investor. The Company shall have no liability to Investor for failing to inform Investor that information is material nonpublic information. (i) The Company shall use Commercially Reasonabble Efforts (i) to cause all the Registrable Securities covered by the Registration Statement to be listed on each national securities exchange, if any, on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) to the extent the securities of the same class or series are not then listed on a national securities exchange, to use reasonable efforts to arrange for at least two market makers to register with the National Association of Securities Dealers, Inc. (“NASD”) as such with respect to such Registrable Securities. (j) The Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the effective date of the Registration Statement. (k) At the request of the holders of a majority of the Registrable Securities offered pursuant to the Registration Statement, the Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and any prospectus used in connection with the Registration Statement as may be necessary in order to change the plan of distribution set forth in such Registration Statement. (l) The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investors of Registrable Securities pursuant to a Registration Statement.