Common use of Primary Registration Clause in Contracts

Primary Registration. The Company will use best efforts to affect the registration under the Securities Act of the Registrable Shares within 45 days after the Company has filed its Annual Report on form 10-K for the Company's year 2000 fiscal year. In that regard, the Company will: (a) prepare and file with the Commission a registration statement on any form that the Company is eligible to use, such form to be selected by the Company after consultation with counsel, with respect to such Registrable Securities and use best efforts to cause such registration statement to become effective as soon as practicable. If, for any reason, such registration statement is not filed with the Commission on or before September 30, 2000, the Holder shall have the right to demand registration of his Registrable Securities. Upon receipt of such demand, the Company shall, as promptly as practicable prepare and file with the Commission a registration statement sufficient to permit the public offering of the Registrable Securities and will use best efforts through it's officers, directors, auditors, and counsel, in all matters necessary or advisable, to cause such registration statement to become effective as promptly as practicable; provided, however, the Company shall only be obligated to file one such registration for the Registrable Securities; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and other securities covered by such registration statement until the earlier of such time as all of such Registrable Securities and securities have been disposed of in accordance with the intended methods of disposition by the Holder thereof set forth in such registration statement or the expiration of one hundred and eighty (180) days after such registration statement becomes effective; and will furnish, within a reasonable time prior to filing, to the Holder's Representative prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus and shall not file any such amendment or supplement to which the Holder's Representative shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder; (c) furnish to the Holder's Representative of such Registrable Securities a copy of each such amendment and supplement thereto (in each case including all exhibits), and such documents, if any, incorporated by reference in such registration statement or prospectus, and such other documents, as the Holder's Representatives may reasonably request; (d) use best efforts to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of the States of the United States as the Holder shall reasonably request, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and do any and all other acts and things which may be necessary or advisable to enable the Holder to consummate the disposition in such jurisdictions of his Registrable Securities offered by such registration statement, except that the Company 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 subsection (d) be obligated to be so qualified, or to subject itself to taxation in any such jurisdiction, or to consent general service of process in any such jurisdiction; In addition, the Company shall not be required to qualify the Registrable Shares or any portion thereof in any jurisdiction where the Registrable Shares do not meet the requirements of such jurisdiction. (e) upon request, furnish to the Holder of Registrable Securities a signed counterpart, addressed to the Holder, an opinion of counsel for the Company, dated the effective date of such registration statement covering such items that are customarily covered in the opinion of issuer's counsel delivered to underwriters in underwritten public offerings of securities; (f) 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; (g) use best efforts to list all Registrable Securities covered by such registration statement on each securities exchange on which any of the Company's Common Stock is then listed or, if the Common Stock is not then quoted on NASDAQ or listed on any national securities exchange, use its best efforts to have such Company's Common Stock covered by such registration statement quoted by NASDAQ or, at the option of the Company, listed on a national securities exchange; and

Primary Registration. The Company agrees to comply with each of the following provisions. (a) The Company will cause to be filed with the SEC, on or before December 15, 2004 (the "Filing Deadline"); a registration statement on Form S-1 under the Securities Act (the "Rights Offering Registration Statement") relating to the offer and sale of the rights issued in the Rights Offering and the New Common Stock underlying such rights (the "Rights Securities") in accordance with the methods of distribution set forth in the Rights Offering Registration Statement and Rule 415 under the Securities Act. (b) The Company will use best commercially reasonable efforts to affect have such Rights Offering Registration Statement declared effective by the registration under SEC as soon as practicable and will keep the Securities Act of Rights Offering Registration Statement continuously effective, supplemented, and amended in order to permit the Registrable Shares within 45 days after prospectus included in the Company has filed its Annual Report on form 10-K for the Company's year 2000 fiscal year. In that regard, the Company will: (a) prepare and file with the Commission a registration statement on any form that the Company is eligible to use, such form Rights Offering Registration Statement to be selected lawfully delivered by the Company after consultation until such time as the Rights Offering has been consummated. As used in this Agreement, except as otherwise provided or unless the context otherwise requires, the term "prospectus" refers to the prospectus included in a Registration Statement at the time such Registration Statement is declared effective by the SEC, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such prospectus. (c) The Company will comply with counselall applicable rules and regulations of the SEC, with respect and make available to such Registrable Securities and use best efforts to cause such registration statement to become effective its security holders, as soon as reasonably practicable. If, for any reason, such registration an earnings statement is not filed with the Commission on or before September 30, 2000, the Holder shall have the right to demand registration of his Registrable Securities. Upon receipt of such demand, the Company shall, as promptly as practicable prepare and file with the Commission a registration statement sufficient to permit the public offering of the Registrable Securities and will use best efforts through it's officers, directors, auditors, and counsel, in all matters necessary or advisable, to cause such registration statement to become effective as promptly as practicable; provided, however, the Company shall only be obligated to file one such registration for the Registrable Securities; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply complying with the provisions of the Securities Act with respect to the disposition of all Registrable Securities and other securities covered by such registration statement until the earlier of such time as all of such Registrable Securities and securities have been disposed of in accordance with the intended methods of disposition by the Holder thereof set forth in such registration statement or the expiration of one hundred and eighty (180Section 11(a) days after such registration statement becomes effective; and will furnish, within a reasonable time prior to filing, to the Holder's Representative prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus and shall not file any such amendment or supplement to which the Holder's Representative shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or and covering the period of at least 12 months, beginning with the first fiscal quarter beginning after the effective date of the rules or regulations thereunder; (c) furnish to the Holder's Representative of such Registrable Securities a copy of each such amendment and supplement thereto (in each case including all exhibits), and such documents, if any, incorporated by reference in such registration statement or prospectus, and such other documents, as the Holder's Representatives may reasonably request;Rights Offering Registration Statement. (d) use best efforts All of the Company's expenses incident to register or qualify the Rights Offering Registration Statement, including all Registrable Securities registration and other securities covered by such registration statement under such other filing fees, fees and expenses of compliance with securities or blue sky laws of the States of the United States as the Holder shall reasonably requestlaws, to keep such registration or qualification in effect for so long as such registration statement remains in effectprinting expenses, messenger and delivery expenses, and do any fees and all other acts and things which may be necessary or advisable to enable the Holder to consummate the disposition in such jurisdictions of his Registrable Securities offered by such registration statement, except that the Company 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 subsection (d) be obligated to be so qualified, or to subject itself to taxation in any such jurisdiction, or to consent general service of process in any such jurisdiction; In addition, the Company shall not be required to qualify the Registrable Shares or any portion thereof in any jurisdiction where the Registrable Shares do not meet the requirements of such jurisdiction. (e) upon request, furnish to the Holder of Registrable Securities a signed counterpart, addressed to the Holder, an opinion disbursements of counsel for the CompanyCompany and all independent certified public accountants, dated underwriters (excluding discounts and commissions), and other Persons retained by the effective date of such registration statement covering such items that are customarily covered in the opinion of issuer's counsel delivered to underwriters in underwritten public offerings of securities; (f) provide and cause to Company will be maintained a transfer agent and registrar for all Registrable Securities covered borne by such registration statement from and after a date not later than the effective date of such registration statement; (g) use best efforts to list all Registrable Securities covered by such registration statement on each securities exchange on which any of the Company's Common Stock is then listed or, if the Common Stock is not then quoted on NASDAQ or listed on any national securities exchange, use its best efforts to have such Company's Common Stock covered by such registration statement quoted by NASDAQ or, at the option of the Company, listed on a national securities exchange; and.