Common use of Registration of Pledged Stock Clause in Contracts

Registration of Pledged Stock. Pledgors, as soon as practicable and at their sole cost and expense, will procure (and the Issuer agrees) that registration and other qualification of the Pledged Stock under Federal and state securities laws shall be effected by the Issuer (and kept continuously effective in compliance with such laws for up to one year after the Maturity Date as set forth in the Note) so as to permit or facilitate the sale and distribution of such securities, including, without limitation, "shelf" registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), appropriate qualifications under applicable "blue sky" or other state securities laws and appropriate compliance with any other governmental requirements. The Pledgors (and the Issuer) shall ensure that such registration is declared effective under the Securities Act and all other such qualifications and compliance are completed prior to the Maturity Date as set forth in the Note. Pledgors shall cause the Issuer to agree (and the Issuer agrees) to list the Pledged Stock on the Nasdaq Stock Market. Pledgors will cause the Pledgee to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, will give the Pledgee, any underwriter and their counsel reasonable opportunity to review and comment on the registration statement and other documents incident thereto, to conduct due diligence on the Issuer and to participate in the process, will furnish to the Pledgee such number of prospectuses, preliminary prospectuses, prospectus supplements or amendments or other documents incident thereto as the Pledgee from time to time may reasonably request, and will indemnify the Pledgee and all others participating in the distribution of such securities against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any 8 9 related registration statement, notification or the like) incident to such registration or by any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except (as to the Pledgee) insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to Pledgor by the Pledgee expressly for use therein. The registration statement filed with respect to the Pledged Stock and the prospectus contained therein shall cover only the Pledged Stock and no other securities. The Pledgors will cause the Issuer (and the Issuer agrees) to comply with all applicable rules and regulations of the Securities and Exchange Commission (hereinafter called "SEC") or similar federal commission, and of the Nasdaq Stock Market or any other national securities exchange on which any of the Pledged Stock is listed, if any, for so long as the registration is effective, to make available to its security holders, as soon as practicable, an earnings statement covering a period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(a) of and Rule 158 under the Securities Act, and to make timely filing of all reports with the SEC to enable the holders of the Pledged Stock, if they so elect, to utilize Rule 144 of the Securities Act in disposing of said securities. Pledgors (and the Issuer) agree that, at Pledgee's request, the Issuer shall enter into an underwriting agreement, which shall include, without limitation, indemnification and contribution provisions and a "hold-back" or "lock-up" provision covering at least 90 days and shall otherwise be in form and substance reasonably satisfactory to Pledgee, with an underwriter for the Pledged Stock chosen by Pledgee in its sole discretion, and furnish or cause to be furnished to such underwriter and Pledgee a customary opinion of counsel and accountant's comfort letter.

Registration of Pledged Stock. Pledgors, as soon as practicable and at their sole cost and expense, will procure (and the Issuer agrees) that registration and other qualification of the Pledged Stock under Federal and state securities laws shall be effected by the Issuer (and kept continuously effective in compliance with such laws for up to one year after the Maturity Date as set forth in the Note) so as to permit or facilitate the sale and distribution of such securities, including, without limitation, "shelf" registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), appropriate qualifications under applicable "blue sky" or other state securities laws and appropriate compliance with any other governmental requirements. The Pledgors (and the Issuer) shall ensure that such registration is declared effective under the Securities Act and all other such qualifications and compliance are completed prior to the Maturity Date as set forth in the Note. Pledgors shall cause the Issuer to agree (and the Issuer agrees) to list the Pledged Stock on the Nasdaq Stock Market. Pledgors will cause the Pledgee to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, will give the Pledgee, any underwriter and their counsel reasonable opportunity to review and comment on the registration statement and other documents incident thereto, to conduct due diligence on the Issuer and to participate in the process, will furnish to the Pledgee such number of prospectuses, preliminary prospectuses, prospectus supplements or amendments or other documents incident thereto as the Pledgee from time to time may reasonably request, and will indemnify the Pledgee and all others participating in the distribution of such securities against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any 8 9 related registration statement, notification or the like) incident to such registration or by any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except (as to the Pledgee) insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to Pledgor by the Pledgee expressly for use therein. The registration statement filed with respect to the Pledged Stock and the prospectus contained therein shall cover only the Pledged Stock and no other securities. The Pledgors will cause the Issuer (and the Issuer agrees) to comply with all applicable rules and regulations of the Securities and Exchange Commission (hereinafter called "SEC") or similar federal commission, and of the Nasdaq Stock Market or any other national securities exchange on which any of the Pledged Stock is listed, if any, for so long as the registration is effective, to make available to its security holders, as soon as practicable, an earnings statement covering a period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of the registration statement, which earnings statement will satisfy the provisions of Section 11(aSection11(a) of and Rule 158 under the Securities Act, and to make timely filing of all reports with the SEC to enable the holders of the Pledged Stock, if they so elect, to utilize Rule 144 of the Securities Act in disposing of said securities. Pledgors (and the Issuer) agree that, at Pledgee's request, the Issuer shall enter into an underwriting agreement, which shall include, without limitation, indemnification and contribution provisions and a "hold-back" or "lock-up" provision covering at least 90 days and shall otherwise be in form and substance reasonably satisfactory to Pledgee, with an underwriter for the Pledged Stock chosen by Pledgee in its sole discretion, and furnish or cause to be furnished to such underwriter and Pledgee a customary opinion of counsel and accountant's comfort letter.