Common use of Registration of Parent Common Stock Clause in Contracts

Registration of Parent Common Stock. (a) Subject to the terms and conditions of this Section 4.2, no later than 105 days after the Closing Date, Parent shall cause to become effective with the SEC a registration statement on Form S-3 (the “Resale Registration Statement”) to register the resale of the shares of Parent Common Stock delivered as Stock Consideration (together with (i) shares of Parent Common Stock delivered as stock consideration under the Management SPA) and (ii) any securities into which the Parent Common Stock may be converted or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of Parent, the “Registrable Securities”) and providing for the sale of such Registrable Securities from time to time pursuant to such method of distribution as the holders of such Registrable Securities may from time to time elect. Parent shall use commercially reasonable efforts to cause such Resale Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable and to keep such Resale Registration Statement continuously effective for a period from the date of its initial effectiveness until the earlier of three years after the Closing Date and such time as there are no Registrable Securities outstanding (such date, the “Registration Rights Termination Date”). Notwithstanding the foregoing, if Parent shall furnish to the holders of Registrable Securities a certificate signed by an officer stating that the filing, effectiveness or continued use of the Resale Registration Statement would require Parent to make an Adverse Disclosure, Parent shall be permitted to delay the effectiveness or continued use of the Resale Registration Statement to the extent reasonably necessary; provided, that (i) the length of any deferral shall not exceed 45 days and (ii) Parent shall not invoke its right more than once in any 12-month period; and provided that Parent may exercise this right or the right set forth in the last sentence of Section 4.2(b)(i) but not both during such 12-month period.

Registration of Parent Common Stock. (a) Subject to the terms and conditions of this Section 4.2, no later than 105 days after the Closing DateAs soon as practicable, Parent shall cause to become effective prepare and file with the SEC a registration statement Registration Statement on Form S-3 (the “Resale "Registration Statement”") registering the Parent Shares for resale to register the resale of public. Parent shall use its best efforts to cause the shares of Parent Common Stock delivered as Stock Consideration (together with Registration Statement (i) shares of Parent Common Stock delivered to become effective as stock consideration under soon as practicable after the Management SPAfiling thereof (but in any event prior to the "Pooling Publication Date" (defined herein) and (ii) any securities into which the to remain effective so that such Parent Common Stock Shares may be converted offered and sold on a continuous or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of Parent, the “Registrable Securities”) and providing for the sale of such Registrable Securities from time to time pursuant to such method of distribution as the holders of such Registrable Securities may from time to time elect. Parent shall use commercially reasonable efforts to cause such Resale Registration Statement to be declared effective delayed basis in accordance with Rule 415 under the Securities Act as promptly as reasonably practicable and to keep such Resale Registration Statement continuously effective for a period from the date of its initial effectiveness 1933 Act, until the earlier of three years one year after the Closing Date and or such time as there are no Registrable Securities outstanding all of the Parent Shares have been sold by the Shareholders. (such dateb) Based upon the written opinion of Parent's securities law counsel, Parent may, by written notice to the “Shareholders, for a period not to exceed 30 days, suspend or withdraw the Registration Rights Termination Date”). Notwithstanding Statement and require that the foregoingShareholders cease sales of the Parent Shares thereunder, if Parent shall furnish to the holders of Registrable Securities a certificate signed by an officer stating that the filing, effectiveness or continued use of the Resale Registration Statement would require Parent to make an Adverse Disclosure, Parent shall be permitted to delay the effectiveness or continued use of the Resale Registration Statement to the extent reasonably necessary; provided, that (i) the length of Parent is engaged in negotiations or preparations for any deferral shall not exceed 45 days transaction that Parent desires to keep confidential for valid business reasons, and (ii) Parent shall not invoke its right more than once determines in any 12-month periodgood faith that the public disclosure requirements imposed on Parent as a result of the Registration Statement would require public disclosure of such negotiations or preparations; and provided provided, however, that Parent may not exercise this right on more than one occasion. (c) Parent agrees to indemnify and hold harmless the Shareholders, and any broker or agent selling the right set forth Parent Shares on behalf of the Shareholders, against any losses, claims, damages or liabilities to which any such person may become subject under the 1933 Act, or otherwise, insofar as such losses, claims, damages or liabilities arise from any untrue statement or alleged untrue statement of a material fact contained in the last sentence Registration Statement or prospectus included therein, or any supplemental filings, or other documents, incident to the Registration Statement, or arise out of Section 4.2(b)(ior are based upon the omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading (except insofar as such losses, claims, damages or liabilities arise out of or are based upon information furnished in writing to Parent by or on behalf of the Shareholders specifically for use in such registration statement or prospectus). (d) Parent shall bear all expenses of the Registration Statement filed hereunder, which shall include, without limitation, all registration and filing fees and the reasonable fees and disbursements of counsel and accountants for Parent; but which shall not both during such 12-month periodinclude any selling commissions or underwriting discounts or stock transfer taxes for the Shareholders or their brokers or underwriters or of any counsel or accountants retained by the Shareholders.

Registration of Parent Common Stock. (a) Subject to the terms and conditions of this Section 4.2, no later than 105 days after the Closing DateAs soon as practicable, Parent shall cause to become effective prepare and file with the SEC a registration statement Registration Statement on Form S-3 (the “Resale "Registration Statement”") registering the Parent Shares for resale to register the resale of public. Parent shall cause the shares of Parent Common Stock delivered as Stock Consideration (together with Registration Statement (i) shares of Parent Common Stock delivered to become effective as stock consideration under soon as practicable after the Management SPAfiling thereof (but in any event prior to the "Pooling Publication Date" (defined herein) and (ii) any securities into which the to remain effective so that such Parent Common Stock Shares may be converted offered and sold on a continuous or exchanged pursuant to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of Parent, the “Registrable Securities”) and providing for the sale of such Registrable Securities from time to time pursuant to such method of distribution as the holders of such Registrable Securities may from time to time elect. Parent shall use commercially reasonable efforts to cause such Resale Registration Statement to be declared effective delayed basis in accordance with Rule 415 under the Securities Act as promptly as reasonably practicable and to keep such Resale Registration Statement continuously effective for a period from the date of its initial effectiveness 1933 Act, until the earlier of three two years after the Closing Date and or such time as there are no Registrable Securities outstanding all of the Parent Shares have been sold by the Shareholders. (such dateb) Based upon the written opinion of Parent's securities law counsel, Parent may, by written notice to the “Shareholders, for a period not to exceed 30 days, suspend or withdraw the Registration Rights Termination Date”). Notwithstanding Statement and require that the foregoingShareholders cease sales of the Parent Shares thereunder, if Parent shall furnish to the holders of Registrable Securities a certificate signed by an officer stating that the filing, effectiveness or continued use of the Resale Registration Statement would require Parent to make an Adverse Disclosure, Parent shall be permitted to delay the effectiveness or continued use of the Resale Registration Statement to the extent reasonably necessary; provided, that (i) the length of Parent is engaged in negotiations or preparations for any deferral shall not exceed 45 days transaction that Parent desires to keep confidential for valid business reasons, and (ii) Parent shall not invoke its right more than once determines in any 12-month periodgood faith that the public disclosure requirements imposed on Parent as a result of the Registration Statement would require public disclosure of such negotiations or preparations; and provided provided, however, that Parent may not exercise this right on more than one occasion. (c) Parent agrees to indemnify and hold harmless the Shareholders, and any broker or agent selling the right set forth Parent Shares on behalf of the Shareholders, against any losses, claims, damages or liabilities to which any such person may become subject under the 1933 Act, or otherwise, insofar as such losses, claims, damages or liabilities arise from any untrue statement or alleged untrue statement of a material fact contained in the last sentence Registration Statement or prospectus included therein, or any supplemental filings, or other documents, incident to the Registration Statement, or arise out of Section 4.2(b)(ior are based upon the omission to state therein a fact required to be stated therein or necessary to make the statements therein not misleading (except insofar as such losses, claims, damages or liabilities arise out of or are based upon information furnished in writing to Parent by or on behalf of the Shareholders specifically for use in such registration statement or prospectus). (d) Parent shall bear all expenses of the Registration Statement filed hereunder, which shall include, without limitation, all registration and filing fees and the reasonable fees and disbursements of counsel and accountants for Parent; but which shall not both during such 12-month periodinclude any selling commissions or underwriting discounts or stock transfer taxes for the Shareholders or their brokers or underwriters or of any counsel or accountants retained by the Shareholders.

Registration of Parent Common Stock. (a) Subject to the terms and conditions of this Section 4.2, no later than 105 days after the Closing Date, Parent shall use its --------------------------------------- reasonable best efforts to cause to become effective with the SEC a registration statement on Form S-3 (the “Resale Registration Statement”) to register the resale of the shares of Parent Common Stock delivered received by the Holders pursuant to Article II herein or any Parent Common Stock issuable upon conversion of Parent Preferred Stock, as the case may be, that are not subject to restrictions on Disposition pursuant to the Stock Consideration Restriction Agreement, to be registered for sale from time to time by the Holders on one or more shelf registration statements on Form S-3 (together with each, a "Registration ------------ Statement"). The initial Registration Statement shall (i) be filed by Parent --------- with the SEC not later than two (2) business days following the Closing, (ii) cover only those shares of Parent Common Stock delivered as stock consideration under the Management SPA) and (ii) any securities into which or the Parent Common Stock may be converted or exchanged pursuant to any mergerissuable upon conversion of Parent Preferred Stock, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of Parent, the “Registrable Securities”) and providing for the sale of such Registrable Securities from time to time pursuant to such method of distribution as the holders case may be, received by any Holders who are not Restricted Shareholders (as defined in the Stock Restriction Agreement), and (iii) remain effective for a period of such Registrable Securities may from time up to time electtwelve (12) months following the effective date thereof. Parent shall use commercially its reasonable best efforts to cause such Resale the initial Registration Statement to be declared effective by the SEC as soon as practicable following the filing thereof. In addition, Parent will file additional Registration Statements on or about each anniversary of the Closing Date until the fifth (5th) anniversary of the Closing Date as required to permit sales of shares of Parent Common Stock or the Parent Common Stock issuable upon conversion of Parent Preferred Stock, as the case may be, received by the Restricted Shareholders to the extent such shares are not subject to restrictions on transfer pursuant to the Stock Restriction Agreement, in excess of the number of shares that may be sold by each such Restricted Shareholder without registration pursuant to Rule 144 under the Securities Act Act, all as promptly as reasonably practicable and to keep such Resale more fully described in the Registration Statement continuously effective for a period from the date of its initial effectiveness until the earlier of three years after Rights Agreement. On the Closing Date Date, Parent and such time each Holder shall enter into a registration rights agreement substantially in the form annexed hereto as there are no Registrable Securities outstanding Exhibit 8.04 (such date, the “"Registration Rights Termination Date”Agreement"). Notwithstanding the foregoing, if Parent shall furnish to the holders of Registrable Securities a certificate signed by an officer stating that the filing, effectiveness or continued use of the Resale Registration Statement would require Parent to make an Adverse Disclosure, Parent shall be permitted to delay the effectiveness or continued use of the Resale Registration Statement to the extent reasonably necessary; provided, that (i) the length of any deferral shall not exceed 45 days and (ii) Parent shall not invoke its right more than once in any 12-month period; and provided that Parent may exercise this right or the right set forth in the last sentence of Section 4.2(b)(i) but not both during such 12-month period.------------ -----------------------------