Common use of Registration of Purchased Shares Clause in Contracts

Registration of Purchased Shares. (a) The Company shall prepare and file with the SEC a registration statement on appropriate form pursuant to the Securities Act (the “Registration Statement”) with respect to all Purchased Shares owned by the Purchasers as promptly as reasonably practicable and in any event no later than sixty (60) days after the Closing to cover the sale of such Purchased Shares pursuant to such Registration Statement, and shall use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable. (b) All fees and expenses incurred in connection with the preparation and filing of the Registration Statement (excluding any underwriting discounts and selling commissions, stock transfer taxes and fees and all legal fees and expenses of legal counsel for the Purchasers) shall be borne by the Company. (c) Each Purchaser shall use commercially reasonable efforts to assist the Company in the preparation and filing of the Registration Statement and such other matters in relation thereto, including without limitation to provide such information reasonably requested by the Company in relation thereto. (d) Each Purchaser shall indemnify and hold harmless the Company, its officers, directors, agents, partners, members, managers, stockholders, advisors, Affiliates and employees of each of them, to the fullest extent permitted by applicable law, from and against all losses or reasonable and documented expenses, as incurred, arising out of or are based solely upon any actual or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any actual or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent that such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, (ii) to the extent that such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Purchased Shares and was supplied by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (iii) in the case of an occurrence of an event of (x) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Purchased Shares or the initiation of any proceedings for that purpose; or (y) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Purchased Shares for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, to the extent related to the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of an advice in writing by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. In no event shall the liability of such Purchaser under this Agreement be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Purchased Shares giving rise to such indemnification obligation. For the purpose of this Section 3.6(d), Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Purchased Shares covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. (e) The Company shall indemnify and hold harmless each Purchaser, its officers, directors, agents, partners, members, managers, stockholders, advisors, Affiliates and employees of each of them, to the fullest extent permitted by applicable law, from and against all losses or reasonable and documented expenses, as incurred, arising out of or are based solely upon any actual or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any actual or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that (A) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser’ proposed method of distribution of Purchased Shares and was supplied by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (B) in the case of an occurrence of an event of (x) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Purchased Shares or the initiation of any proceedings for that purpose; or (y) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Purchased Shares for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, related to the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective, or (C) to the extent that any such losses arise out of such Purchaser’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or omission at or prior to the written confirmation of the sale of Purchased Shares to such Person if such statement or omission was corrected in such Prospectus or supplement.

Registration of Purchased Shares. (a) The Company shall prepare and file with the SEC a registration statement on appropriate form pursuant to the Securities Act (the “Registration Statement”) with respect to all Purchased Shares owned by the Purchasers Purchaser as promptly as reasonably practicable and in any event no later than sixty (60) days after the Closing to cover the sale of such Purchased Shares pursuant to such Registration Statement, and shall use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable. (b) All fees and expenses incurred in connection with the preparation and filing of the Registration Statement (excluding any underwriting discounts and selling commissions, stock transfer taxes and fees and all legal fees and expenses of legal counsel for the PurchasersPurchaser) shall be borne by the Company. (c) Each The Purchaser shall use commercially reasonable efforts to assist the Company in the preparation and filing of the Registration Statement and such other matters in relation thereto, including without limitation to provide such information reasonably requested by the Company in relation thereto. (d) Each The Purchaser shall indemnify and hold harmless the Company, its officers, directors, agents, partners, members, managers, stockholders, advisors, Affiliates and employees of each of them, to the fullest extent permitted by applicable law, from and against all losses or reasonable and documented expenses, as incurred, arising out of or are based solely upon any actual or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any actual or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent that such untrue statements or omissions are based solely upon information regarding such the Purchaser furnished in writing to the Company by such the Purchaser expressly for use therein, (ii) to the extent that such information relates to such the Purchaser or such the Purchaser’s proposed method of distribution of Purchased Shares and was supplied by such the Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (iii) in the case of an occurrence of an event of (x) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Purchased Shares or the initiation of any proceedings for that purpose; or (y) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Purchased Shares for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, to the extent related to the use by such the Purchaser of an outdated or defective Prospectus after the Company has notified such the Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such the Purchaser of an advice in writing by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. In no event shall the liability of such the Purchaser under this Agreement be greater in amount than the dollar amount of the net proceeds received by such the Purchaser upon the sale of the Purchased Shares giving rise to such indemnification obligation. For the purpose of this Section 3.6(d), Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Purchased Shares covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. (e) The Company shall indemnify and hold harmless each the Purchaser, its officers, directors, agents, partners, members, managers, stockholders, advisors, Affiliates and employees of each of them, to the fullest extent permitted by applicable law, from and against all losses or reasonable and documented expenses, as incurred, arising out of or are based solely upon any actual or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any actual or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that (A) such untrue statements or omissions are based solely upon information regarding such the Purchaser furnished in writing to the Company by such the Purchaser expressly for use therein, or to the extent that such information relates to such the Purchaser or such the Purchaser’ proposed method of distribution of Purchased Shares and was supplied by such the Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (B) in the case of an occurrence of an event of (x) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Purchased Shares or the initiation of any proceedings for that purpose; or (y) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Purchased Shares for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, related to the use by such the Purchaser of an outdated or defective Prospectus after the Company has notified such the Purchaser in writing that the Prospectus is outdated or defective, or (C) to the extent that any such losses arise out of such the Purchaser’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or omission at or prior to the written confirmation of the sale of Purchased Shares to such Person if such statement or omission was corrected in such Prospectus or supplement.

Registration of Purchased Shares. (a) The Company shall prepare and file with the SEC a registration statement on appropriate form pursuant to the Securities Act (the “Registration Statement”) with respect to all Purchased Shares owned by the Purchasers as promptly as reasonably practicable and in any event no later than sixty (60) days after the Closing to cover the sale of such Purchased Shares pursuant to such Registration Statement, and shall use its best efforts to cause such Registration Statement to be declared effective by the SEC as soon as practicable. (b) All fees and expenses incurred in connection with the preparation and filing of the Registration Statement (excluding any underwriting discounts and selling commissions, stock transfer taxes and fees and all legal fees and expenses of legal counsel for the Purchasers) shall be borne by the Company. (c) Each Purchaser shall use commercially reasonable efforts to assist the Company in the preparation and filing of the Registration Statement and such other matters in relation thereto, including without limitation to provide such information reasonably requested by the Company in relation thereto. (d) Each Purchaser shall indemnify and hold harmless the Company, its officers, directors, agents, partners, members, managers, stockholders, advisors, Affiliates and employees of each of them, to the fullest extent permitted by applicable law, from and against all losses or reasonable and documented expenses, as incurred, arising out of or are based solely upon any actual or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any actual or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent that such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, (ii) to the extent that such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Purchased Shares and was supplied by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (iii) in the case of an occurrence of an event of (x) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Purchased Shares or the initiation of any proceedings for that purpose; or (y) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Purchased Shares for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, to the extent related to the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of an advice in writing by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. In no event shall the liability of such Purchaser under this Agreement be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Purchased Shares giving rise to such indemnification obligation. For the purpose of this Section 3.6(d)3.6(d)6, Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Purchased Shares covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. (e) The Company shall indemnify and hold harmless each Purchaser, its officers, directors, agents, partners, members, managers, stockholders, advisors, Affiliates and employees of each of them, to the fullest extent permitted by applicable law, from and against all losses or reasonable and documented expenses, as incurred, arising out of or are based solely upon any actual or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any actual or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that (A) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser’ proposed method of distribution of Purchased Shares and was supplied by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (B) in the case of an occurrence of an event of (x) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Purchased Shares or the initiation of any proceedings for that purpose; or (y) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Purchased Shares for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, related to the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective, or (C) to the extent that any such losses arise out of such Purchaser’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or omission at or prior to the written confirmation of the sale of Purchased Shares to such Person if such statement or omission was corrected in such Prospectus or supplement.

Registration of Purchased Shares. (a) The Company shall prepare and AVI agrees to file with the SEC a registration statement on appropriate form pursuant to for the Purchased Shares under the Securities Act (the “Registration Statement”) with respect to all Purchased Shares owned by the Purchasers as promptly as reasonably practicable and in any event no later than sixty within thirty (6030) days after of the Closing Date and to cover the sale of such Purchased Shares pursuant to such Registration Statement, and shall use its best efforts to cause such the registration statement to become effective as soon as practicable thereafter. Once the Registration Statement to be is declared effective by the SEC, AVI will cause the Registration Statement to remain continuously effective until the earlier of (i) the date on which all of the Purchased Shares have been sold by Investor or (ii) the first date on which all the Purchased Shares (in the opinion of AVI’s counsel, which opinion is reasonably acceptable to Investor and its counsel) may be immediately sold by Investor without registration and without restriction (including without limitation as to volume by each holder thereof) as to the number of Purchased Shares to be sold, pursuant to Rule 144(k) under the Securities Act or any successor rule, or (iii) March , 2009. AVI will also use its best efforts to register and qualify the Purchased Shares under such other securities or blue sky laws of such jurisdictions as Investor reasonably requests and to cause such registrations and qualifications to remain effective for the same period of time that the registration with the SEC as soon as practicable. (b) All fees remains effective. AVI will bear all expenses, other than underwriting discounts and expenses commissions and transfer taxes, if any, incurred in connection with the preparation and filing registration or qualification of the Registration Statement (excluding any underwriting discounts and selling commissions, stock transfer taxes and fees and all legal fees and expenses of legal counsel for the Purchasers) shall be borne by the Company. (c) Each Purchaser shall use commercially reasonable efforts to assist the Company in the preparation and filing of the Registration Statement and such other matters in relation thereto, including without limitation to provide such information reasonably requested by the Company in relation thereto. (d) Each Purchaser Purchased Shares as provided herein. AVI shall indemnify and hold harmless the Company, Investor and its officers, directors, agentsshareholders, partners, members, managers, stockholders, advisors, Affiliates and employees “controlling persons” within the meaning of each of them, to the fullest extent permitted by applicable lawSecurities Act and the Exchange Act, from and against all losses any loss damage, claim, expense or reasonable and documented expenses, liability arising or alleged to arise under the Securities Act or the Exchange Act or otherwise as incurred, arising out a result of or are based solely upon any actual untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, Statement or any form document filed with any state securities administrator in connection with the registration or qualification of prospectus, the Purchased Shares or in any amendment or supplement thereto to the Registration Statement or in any preliminary prospectus, such document or arising out of or relating to any actual the omission or alleged omission of to state therein a material fact required to be stated therein or necessary to make the statements therein (in not misleading; provided however, AVI shall have no obligation or liability under the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent that such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, (ii) to the extent that such information relates to such Purchaser or such Purchaser’s proposed method of distribution of Purchased Shares and was supplied by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (iii) in the case of an occurrence of an event of (x) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Purchased Shares or the initiation of any proceedings for that purpose; or (y) the receipt by the Company of any notification foregoing with respect to the suspension of the qualification or exemption from qualification of any of the Purchased Shares for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, to the extent related to the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by such Purchaser of an advice in writing by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. In no event shall the liability of such Purchaser under this Agreement be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Purchased Shares giving rise to such indemnification obligation. For the purpose of this Section 3.6(d), Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, claims made with respect to the terms of the offering of any portion of the Purchased Shares covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. (e) The Company shall indemnify and hold harmless each Purchaser, its officers, directors, agents, partners, members, managers, stockholders, advisors, Affiliates and employees of each of them, to the fullest extent permitted by applicable law, from and against all losses or reasonable and documented expenses, as incurred, arising out of or are based solely upon any actual or alleged untrue statement of a material fact information contained in the Registration StatementStatement that is provided by Investor and, any Prospectusfurther, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating AVI’s liability hereunder shall be limited to any actual or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that (A) such untrue statements or omissions are based solely upon information regarding such Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information relates to such Purchaser or such Purchaser’ proposed method of distribution of Purchased Shares and was supplied by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, or (B) in the case of an occurrence of an event of (x) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Purchased Shares or the initiation of any proceedings for that purpose; or (y) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Purchased Shares for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, related to the use by such Purchaser of an outdated or defective Prospectus after the Company has notified such Purchaser in writing that the Prospectus is outdated or defective, or (C) to the extent that any such losses arise out of such Purchaser’s (or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or omission at or prior to the written confirmation of the sale of Purchased Shares to such Person if such statement or omission was corrected in such Prospectus or supplement$5 million.