Common use of Other Registration Issues Clause in Contracts

Other Registration Issues. a. The Company shall have no obligation to include shares of Common Stock owned by the Executive in a registration statement pursuant to Section 16 hereof unless and until the Executive has furnished the Company with all information and statements about or pertaining to the Executive in such reasonable detail as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of the registration statement. Whenever the Executive has requested that any shares of Common Stock be registered pursuant to Section 16 hereof, subject to the provisions of that Section, the Company shall, as expeditiously as reasonably possible: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Executive with copies of all such documents proposed to be filed); (ii) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine months or until the underwriters have completed the distribution described in such registration statement, whichever occurs first; (iii) furnish to the Executive such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Executive may reasonably request; (iv) use its best efforts to register or qualify such shares under such other securities or Blue Sky Laws of such jurisdictions as the Executive reasonably requests (and to maintain such registrations and qualifications effective for a period of nine months or until the underwriters have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable the Executive or underwriters to consummate the disposition in such jurisdictions of such shares; provided, however, that the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not be required but for this Section 17(a)(iv), or (b) subject itself to taxation in any such jurisdiction; provided, further, however, that, notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by the Executive, then the Executive shall pay such expenses to the extent required by such jurisdiction; (v) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; (vi) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statements; (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Executive and underwriters reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and (viii) make available for inspection by the Executive, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Executive or underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; provided, however, that the Company can condition delivery of any information, records or corporate documents upon the receipt from the Executive and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and substance acceptable to the Company and its counsel in the exercise of their exclusive discretion.

Other Registration Issues. a. The Company shall have no obligation to include shares of Common Stock owned by the Executive in a registration statement pursuant to Section 16 hereof 17 hereof, unless and until the Executive has furnished the Company with all information and statements about or pertaining to the Executive in such reasonable detail as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of the registration statement. Whenever the Executive has requested that any shares of Common Stock be registered pursuant to Section 16 17 hereof, subject to the provisions of that Sectionthose Sections, the Company shall, as expeditiously as reasonably possible: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Executive with copies of all such documents proposed to be filed); (ii) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine (9) months or until the underwriters have completed the distribution described in such registration statement, whichever occurs first; (iii) furnish to the Executive such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Executive may reasonably request; (iv) use its best efforts to register or qualify such shares under such other securities or Blue Sky Laws of such jurisdictions as the Executive reasonably requests (and to maintain such registrations and qualifications effective for a period of nine months or until the underwriters have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable the Executive or underwriters to consummate the disposition in such jurisdictions of such shares; provided, however, that the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not be required but for this Section 17(a)(iv), or (b) subject itself to taxation in any such jurisdiction; provided, further, however, that, notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by the Executive, then the Executive shall pay such expenses to the extent required by such jurisdiction; (v) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; (vi) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statements; (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Executive and underwriters reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and (viii) make available for inspection by the Executive, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Executive or underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; provided, however, that the Company can may condition delivery of any information, records or corporate documents upon the receipt from the Executive and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and substance acceptable to the Company and its counsel in the exercise of their exclusive discretion.

Other Registration Issues. a. (a) The Company shall have no obligation to file a registration statement pursuant to Section 16 hereof, or to include shares of Common Stock owned by the Executive in a registration statement pursuant to Section 16 hereof 17 hereof, unless and until the Executive has furnished the Company with all information and statements about or pertaining to the Executive in such reasonable detail as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of the registration statement. Whenever the any Executive has requested that any shares of Common Stock be registered pursuant to Section Sections 16 or 17 hereof, subject to the provisions of that Sectionthose Sections, the Company shall, as expeditiously as reasonably possible: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Executive with copies of all such documents proposed to be filed); (ii) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine months or until the underwriters have completed the distribution described in such registration statement, whichever occurs first; (iii) furnish to the Executive such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Executive may reasonably request; (iv) use its best efforts to register or qualify such shares under such other securities or Blue Sky Laws of such jurisdictions as the Executive reasonably requests (and to maintain such registrations and qualifications effective for a period of nine months or until the underwriters have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable the Executive or underwriters to consummate the disposition in such jurisdictions of such shares; provided, however, that the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not be required but for this Section 17(a)(iv18(a)(iv), or (b) subject itself to taxation in any such jurisdiction; provided, further, however, that, notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by the Executive, then the Executive shall pay such expenses to the extent required by such jurisdiction; (v) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; (vi) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statements; (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Executive and underwriters reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and (viii) make available for inspection by the Executive, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Executive or underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; provided, however, that the Company can condition delivery of any informationinformaion, records or corporate documents upon the receipt from the Executive and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and substance acceptable to the Company and its counsel in the exercise of their exclusive discretion.,

Other Registration Issues. a. 1. The Company shall have no obligation to include shares of Common Stock owned by the Executive in a registration statement pursuant to Section 16 hereof 17 hereof, unless and until the Executive has furnished the Company with all information and statements about or pertaining to the Executive in such reasonable detail as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of the registration statement. Whenever the Executive has requested that any shares of Common Stock be registered pursuant to Section 16 17 hereof, subject to the provisions of that Sectionthose Sections, the Company shall, as expeditiously as reasonably possible: (i1) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Executive with copies of all such documents proposed to be filed); (ii2) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine (9) months or until the underwriters have completed the distribution described in such registration statement, whichever occurs first; (iii3) furnish to the Executive such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Executive may reasonably request; (iv4) use its best efforts to register or qualify such shares under such other securities or Blue Sky Laws of such jurisdictions as the Executive reasonably requests (and to maintain such registrations and qualifications effective for a period of nine months or until the underwriters have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable the Executive or underwriters to consummate the disposition in such jurisdictions of such shares; provided, however, that the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not be required but for this Section 17(a)(iv), or (b) subject itself to taxation in any such jurisdiction; provided, further, however, that, notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by the Executive, then the Executive shall pay such expenses to the extent required by such jurisdiction; (v5) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; (vi6) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statements; (vii7) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Executive and underwriters reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and (viii) 8) make available for inspection by the Executive, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Executive or underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; provided, however, that the Company can may condition delivery of any information, records or corporate documents upon the receipt from the Executive and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and substance acceptable to the Company and its counsel in the exercise of their exclusive discretion.

Other Registration Issues. a. The Company shall have no obligation to file a registration statement pursuant to Section 17 hereof, or to include shares of Common Stock owned by the Executive in a registration statement pursuant to Section 16 hereof 18 hereof, unless and until the Executive has furnished the Company with all information and statements about or pertaining to the Executive in such reasonable detail as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of the registration statement. Whenever the Executive has requested that any shares of Common Stock be registered pursuant to Section 16 17 or 18 hereof, subject to the provisions of that Sectionthose Sections, the Company shall, as expeditiously as reasonably possible: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Executive with copies of all such documents proposed to be filed); (ii) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine months or until the underwriters have completed the distribution described in such registration statement, whichever occurs first; (iii) furnish to the Executive such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Executive may reasonably request; (iv) use its best efforts to register or qualify such shares under such other securities or "Blue Sky Laws Sky" laws of such jurisdictions as the Executive reasonably requests (and to maintain such registrations and qualifications effective for a period of nine months or until the underwriters have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable the Executive or underwriters to consummate the disposition in such jurisdictions of such shares; provided, however, that the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not be required but for this Section 17(a)(iv19(a)(iv), or (b) subject itself to taxation in any such jurisdiction; provided, further, however, that, notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by the Executive, then the Executive shall pay such expenses to the extent required by such jurisdiction; (v) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; (vi) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statements; (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Executive and underwriters reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and (viii) make available for inspection by the Executive, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Executive or underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; provided, however, that the Company can condition delivery of any information, records or corporate documents upon the receipt from the Executive and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and substance acceptable to the Company and its counsel in the exercise of their exclusive discretion.shall

Other Registration Issues. a. The Company shall have no obligation to file a registration statement pursuant to Section 17 hereof, or to include shares of Common Stock owned by the Executive in a registration statement pursuant to Section 16 hereof 18 hereof, unless and until the Executive has furnished the Company with all information and statements about or pertaining to the Executive in such reasonable detail as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of the registration statement. Whenever the Executive has requested that any shares of Common Stock be registered pursuant to Section 16 17 or 18 hereof, subject to the provisions of that Sectionthose Sections, the Company shall, as expeditiously as reasonably possible: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Executive with copies of all such documents proposed to be filed); (ii) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine (9) months or until the underwriters have completed the distribution described in such registration statement, whichever occurs first; (iii) furnish to the Executive such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Executive may reasonably request; (iv) use its best efforts to register or qualify such shares under such other securities or Blue Sky Laws of such jurisdictions as the Executive reasonably requests (and to maintain such registrations and qualifications effective for a period of nine months or until the underwriters have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable the Executive or underwriters to consummate the disposition in such jurisdictions of such shares; provided, however, that the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not be required but for this Section 17(a)(iv), or (b) subject itself to taxation in any such jurisdiction; provided, further, however, that, notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by the Executive, then the Executive shall pay such expenses to the extent required by such jurisdiction; (v) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; (vi) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statements; (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Executive and underwriters reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and (viii) make available for inspection by the Executive, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Executive or underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; provided, however, that the Company can may condition delivery of any information, records or corporate documents upon the receipt from the Executive and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and substance acceptable to the Company and its counsel in the exercise of their exclusive discretion.

Other Registration Issues. a. The Company shall have no obligation to include shares of Common Stock owned by the Executive in a registration statement pursuant to Section 16 hereof 17 hereof, unless and until the Executive has furnished the Company with all information and statements about or pertaining to the Executive in such reasonable detail as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of the registration statement. Whenever the Executive has requested that any shares of Common Stock be registered pursuant to Section 16 17 hereof, subject to the provisions of that Sectionthose Sections, the Company shall, as expeditiously as reasonably possible: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Executive with copies of all such documents proposed to be filed); (ii) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine (9) months or until the underwriters have completed the distribution described in such registration statement, whichever occurs first; (iii) furnish to the Executive such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Executive may reasonably request; (iv) use its best efforts to register or qualify such shares under such other securities or Blue Sky Laws of such jurisdictions as the Executive reasonably requests (and to maintain such registrations and qualifications effective for a period of nine months or until the underwriters have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable the Executive or underwriters to consummate the disposition in such jurisdictions of such shares; provided, however, that the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not be required but for this Section 17(a)(iv), or (b) subject itself to taxation in any such jurisdiction; provided, further, however, that, notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by the Executive, then the Executive shall pay such expenses to the extent required by such jurisdiction; (v) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; (vi) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statements; (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Executive and underwriters reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and (viii) make available for inspection by the Executive, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Executive or underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; provided, however, that the Company can condition delivery of any information, records or corporate documents upon the receipt from the Executive and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and substance acceptable to the Company and its counsel in the exercise of their exclusive discretion.things

Other Registration Issues. a. The Company shall have no obligation to file a registration statement pursuant to Section 17 hereof, or to include shares of Common Stock owned by the Executive in a registration statement pursuant to Section 16 hereof 18 hereof, unless and until the Executive has furnished the Company with all information and statements about or pertaining to the Executive in such reasonable detail as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of the registration statement. Whenever the Executive has requested that any shares of Common Stock be registered pursuant to Section 16 17 or 18 hereof, subject to the provisions of that Sectionthose Sections, the Company shall, as expeditiously as reasonably possible: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Executive with copies of all such documents proposed to be filed); (ii) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine months or until the underwriters have completed the distribution described in such registration statement, whichever occurs first; (iii) furnish to the Executive such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Executive may reasonably request; (iv) use its best efforts to register or qualify such shares under such other securities or Blue Sky Laws of such jurisdictions as the Executive reasonably requests (and to maintain such registrations and qualifications effective for a period of nine months or until the underwriters have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable the Executive or underwriters to consummate the disposition in such jurisdictions of such shares; provided, -------- however, that the Company will not be required to (a) qualify generally to do ------- business in any jurisdiction where it would not be required but for this Section 17(a)(iv19(a)(iv), or (b) subject itself to taxation in any such jurisdiction; provided, -------- further, however, that, notwithstanding anything to the contrary in this ------- ------- Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by the Executive, then the Executive shall pay such expenses to the extent required by such jurisdiction; (v) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; (vi) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statements; (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Executive and underwriters reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and (viii) make available for inspection by the Executive, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Executive or underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; provided, however, that the Company can -------- ------- condition delivery of any information, records or corporate documents upon the receipt from the Executive and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and substance acceptable to the Company and its counsel in the exercise of their exclusive discretion.

Other Registration Issues. a. The Company shall have no obligation to file a registration statement pursuant to Section 17 hereof, or to include shares of Common Stock owned by the Executive in a registration statement pursuant to Section 16 hereof 18 hereof, unless and until the Executive has furnished the Company with all information and statements about or pertaining to the Executive in such reasonable detail as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of the registration statement. Whenever the Executive has requested that any shares of Common Stock be registered pursuant to Section 16 17 or 18 hereof, subject to the provisions of that Sectionthose Sections, the Company shall, as expeditiously as reasonably possible: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Executive with copies of all such documents proposed to be filed); (ii) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine months or until the underwriters have completed the distribution described in such registration statement, whichever occurs first; (iii) furnish to the Executive such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Executive may reasonably request; (iv) use its best efforts to register or qualify such shares under such other securities or Blue Sky Laws of such jurisdictions as the Executive reasonably requests (and to maintain such registrations and qualifications effective for a period of nine months or until the underwriters have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable the Executive or underwriters to consummate the disposition in such jurisdictions of such shares; provided, however, that the Company will not be -------- ------- required to (a) qualify generally to do business in any jurisdiction where it would not be required but for this Section 17(a)(iv19(a)(iv), or (b) subject itself to taxation in any such jurisdiction; provided, further, however, that, -------- ------- ------- notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by the Executive, then the Executive shall pay such expenses to the extent required by such jurisdiction; (v) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; (vi) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statements; (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Executive and underwriters reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and (viii) make available for inspection by the Executive, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Executive or underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; provided, however, that -------- ------- the Company can condition delivery of any information, records or corporate documents upon the receipt from the Executive and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and substance acceptable to the Company and its counsel in the exercise of their exclusive discretion.

Other Registration Issues. a. (a) The Company shall have no obligation to file a registration statement pursuant to Section 16 hereof, or to include shares of Common Stock owned by the Executive in a registration statement pursuant to Section 16 hereof 17 hereof, unless and until the Executive has furnished the Company with all information and statements about or pertaining to the Executive in such reasonable detail as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of the registration statement. Whenever the any Executive has requested that any shares of Common Stock be registered pursuant to Section Sections 16 or 17 hereof, subject to the provisions of that Sectionthose Sections, the Company shall, as expeditiously as reasonably possible: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Executive with copies of all such documents proposed to be filed); (ii) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine months or until the underwriters have completed the distribution described in such registration statement, whichever occurs first; (iii) furnish to the Executive such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Executive may reasonably request; (iv) use its best efforts to register or qualify such shares under such other securities or Blue Sky Laws of such jurisdictions as the Executive reasonably requests (and to maintain such registrations and qualifications effective for a period of nine months or until the underwriters have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable the Executive or underwriters to consummate the disposition in such jurisdictions of such shares; provided, however, that the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not be required but for this Section 17(a)(iv18(a)(iv), or (b) subject itself to taxation in any such jurisdiction; provided, further, however, that, notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by the Executive, then the Executive shall pay such expenses to the extent required by such jurisdiction; (v) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; (vi) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statements; (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Executive and underwriters reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and (viii) make available for inspection by the Executive, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Executive or underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; provided, however, that the Company can condition delivery of any information, records or corporate documents upon the receipt from the Executive and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and substance acceptable to the Company and its counsel in the exercise of their exclusive discretion.,

Other Registration Issues. a. The Company shall have no obligation or to include shares of Common Stock owned by the Executive in a registration statement pursuant to Section 16 hereof hereof, unless and until the Executive has furnished the Company with all information and statements about or pertaining to the Executive in such reasonable detail as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of the registration statement. Whenever the Executive has requested that any shares of Common Stock be registered pursuant to Section 16 hereof, subject to the provisions of that Section, the Company shall, as expeditiously as reasonably possible: (i) prepare and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Executive with copies of all such documents proposed to be filed); (ii) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine months or until the underwriters have completed the distribution described in such registration statement, whichever occurs first; (iii) furnish to the Executive such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Executive may reasonably request; (iv) use its best efforts to register or qualify such shares under such other securities or Blue Sky Laws of such jurisdictions as the Executive reasonably requests (and to maintain such registrations and qualifications effective for a period of nine months or until the underwriters have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable the Executive or underwriters to consummate the disposition in such jurisdictions of such shares; provided, however, that the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not be required but for this Section 17(a)(iv), or (b) subject itself to taxation in any such jurisdiction; provided, further, however, that, notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by the Executive, then the Executive shall pay such expenses to the extent required by such jurisdiction; (v) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; (vi) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statements; (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Executive and underwriters reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and (viii) make available for inspection by the Executive, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Executive or underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; provided, however, that the Company can condition delivery of any information, records or corporate documents upon the receipt from the Executive and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and substance acceptable to the Company and its counsel in the exercise of their exclusive discretion.

Other Registration Issues. a. (a) The Company shall have no obligation to file a registration statement pursuant to Section 4 hereof, or to include shares of Common Stock owned by the Executive in Taylxx xx a registration statement pursuant to Section 16 hereof 5 hereof, unless and until the Executive has Taylxx xxx furnished the Company with all information and statements about or pertaining to the Executive in Taylxx xx such reasonable detail as is reasonably deemed by the Company to be necessary or appropriate with respect to the preparation of the registration statement. Whenever the Executive has Taylxx xxx requested that any shares of Common Stock be registered pursuant to Section 16 Sections 4 or 5 hereof, subject to the provisions of that Sectionthose Sections, the Company shall, as expeditiously as reasonably possible: : (i) prepare and file with the SEC Securities and Exchange Commission (the "SEC") a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the Executive with Taylxx xxxh copies of all such documents proposed to be filed); ; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than nine months or until the underwriters have completed the distribution distributions described in such registration statement, whichever occurs first; ; (iii) furnish to the Executive such Taylxx xxxh number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Executive may Taylxx xxx reasonably request; ; (iv) use its best efforts to register or qualify such shares under such other securities or Blue Sky Laws of such jurisdictions as the Executive reasonably Taylxx xxxsonably requests (and to maintain such registrations and qualifications effective for a period of nine months or until the underwriters have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable the Executive or Taylxx xx underwriters to consummate the disposition in such jurisdictions of such shares; provided, however, that the Company will not be required to (aA) qualify generally to do business in any jurisdiction where it would not be required but for this Section 17(a)(iv6(a)(iv), or (bB) subject itself to taxation in any such jurisdiction; provided, further, however, that, notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by the ExecutiveTaylxx, then the Executive shall xxen Taylxx xxxll pay such expenses to the extent required by such jurisdiction; ; (v) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; ; (vi) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statements; ; (vii) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as Taylxx xxx the Executive and underwriters reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and (viii) make available for inspection by the Executive, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by the Executive or underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; provided, however, that the Company can condition delivery of any information, records or corporate documents upon the receipt from the Executive and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and substance acceptable to the Company and its counsel in the exercise of their exclusive discretion.6 5