Common use of Registration Procedure Clause in Contracts

Registration Procedure. Whenever required under Section 2 to use all commercially reasonable efforts to effect the registration of any Registrable Shares, the Company shall, to the extent applicable: (a) subject to the last five sentences of Section 3(b), prepare and file with the SEC a Registration Statement with respect to such Registrable Shares and use all commercially reasonable efforts to cause such Registration Statement to become and remain effective for the applicable period as provided in Section 2. (b) subject to the last five sentences of this Section 3(b), prepare and file with the SEC from time to time such amendments and supplements to the Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Shares throughout the applicable period. Notwithstanding anything to the contrary contained herein, the Company shall not be required to take any of the actions described in the previous sentence, in Section 3(a), 3(d) or Section 3(g) to the extent that (i) in the reasonable opinion of the Company (A) securities laws applicable to such sale would require the Company to disclose material non-public information ("Non-Public Information") and (B) the ---------- ----------- disclosure of such Non-Public Information would materially adversely affect the Company; (ii) such sale would occur during the measurement period for determining the amount of Common Stock in connection with the acquisition of a business or assets by the Company (the "Measurement Period"); or (iii) the ------------------ Company is contemplating an underwritten or non-underwritten public offering of its securities and in the reasonable opinion of the underwriters (or the Company, in the case of a non-underwritten public offering) such sale would interfere materially with such public offering by the Company (a "Financing --------- Period"); and in the event of (i), (ii) or (iii) the Company simultaneously ------ delivers written notice to the Holders to the effect that the Holders may not make offers or sales under the applicable Registration Statement for a period not to exceed sixty (60) days from the date of such notice; provided, however, -------- ------- that the Company may only deliver two such notices within any twelve-month period and shall not deliver such notices consecutively in any twelve-month period. In the event the sale by the Holders is suspended because of the existence of Non-Public Information, the Company will notify the Holders promptly upon such Non-Public Information being included by the Company in a filing with the SEC, being otherwise disclosed to the public (other than through the action of any Holder), or ceasing to be material to the Company, and upon such notice being given by the Company, the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. In the event the sale by the Holders is suspended because it is proposed to be made during the Measurement Period or the Financing Period, as applicable, the Company shall specify, in notifying the Holders of the suspension of the sale, when the Measurement Period or Financing Period, as applicable, will end, at which time the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. If the Measurement Period or the Financing Period, as applicable, is thereafter changed (but in no event to a date after the applicable sixty (60) day period), the Company will promptly notify the Holders of such change and upon the end of the Measurement Period or Financing Period as so changed, the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. If an agreement to which such Measurement Period or Financing Period, as applicable, relates is terminated prior to the end of the Measurement Period or Financing Period, as applicable, the suspension period hereunder shall end immediately and the Company shall promptly notify the Holders of the end of the suspension period. (c) furnish to the Holders such numbers of copies of the Registration Statement and Prospectus included therein in conformity with the requirements of the Securities Act and such other documents and information as they may reasonably request. (d) use all commercially reasonable efforts to register or qualify, and maintain the registration and qualification of, the Registrable Shares covered by such Registration Statement under such other securities or "blue sky" laws of such jurisdictions within the United States and its territories as shall be reasonably appropriate for the distribution of the Registrable Shares covered by a Registration Statement; provided, however, that the Company shall not be -------- ------- required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (d) be obligated to do so; and provided further, that the Company shall not be -------- ------- required to subject itself to taxation in any jurisdiction or to qualify such Registrable Shares in any jurisdiction in which the securities regulatory authority requires that any Holder submit any of its Registrable Shares to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Shares in such jurisdiction unless such Holder agrees to do so. (e) promptly notify each Holder for whom Registrable Shares are covered by the applicable Registration Statement, and confirm in writing (i) when the Registration Statement and any post-effective amendments thereto have become effective, (ii) when any amendment or supplement to the Prospectus contained in such Registration Statement has been filed with the SEC, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose, or the suspension of any qualification under "blue sky" laws, (iv) at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of an event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. (f) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment. (g) subject to the last five sentences of Section 3(b), upon the occurrence of any event contemplated by clause (iv) of Section 3(e), use all commercially reasonable efforts promptly to prepare and file an amendment or a supplement to the Prospectus contained in the applicable Registration Statement or any document incorporated in such Prospectus by reference or prepare, file and obtain effectiveness of a post-effective amendment to such Registration Statement, or file any other required document, in any case to the extent necessary so that, as thereafter delivered to the purchasers of such Registrable Shares, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. (h) otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC. (i) use all commercially reasonable efforts to list the Registrable Shares covered by a Registration Statement with any securities exchange on which the Common Stock of the Company is then listed. (j) If the Company shall hereafter enter into any registration rights or similar agreement which grants any holder of Common Stock liquidated damages or similar penalties for failure of the Company to file a registration statement and/or cause a registration statement to become or remain effective with respect to such Common Stock, the Holders hereunder shall be entitle to comparable and proportionate rights and penalties (taking into account the relative number of shares of Common Stock) with respect to Registrable Shares then outstanding hereunder. In connection with and as a condition to the Company's obligations with respect to any Registration Statements required to be filed pursuant to Section 2 and this Section 3, each Holder agrees that (i) it will not offer or sell its Registrable Shares under any Registration Statement until it has received copies of the Prospectus as then supplemented or amended as contemplated by Section 3(c) and receives notice from the Company that the Registration Statement and any post-effective amendment thereto have become effective as contemplated in Section 3(e), (ii) upon receipt of any notice from the Company contemplated by Section 3(e)(iii), such Holder will forthwith discontinue disposition of the Registrable Shares pursuant to the applicable Registration Statement until the Company obtains the withdrawal of any order suspending the effectiveness of such Registration Statement, (iii) upon receipt of any notice from the Company contemplated by Section 3(b), such Holder will forthwith discontinue disposition of the Registrable Shares pursuant to the applicable Registration Statement until (a) the expiration of the Measurement Period or Financing Period, as applicable, or the receipt of a notice from the Company that the Non-Public Information has been included in a filing with the SEC or has otherwise been disclosed to the public or has ceased to be material to the Company as provided in Section 3(b) and (b) if applicable, the Holder receives copies of the supplemented or amended Prospectus contemplated by Section 3(g) and receives notice that any post-effective amendment has become effective, and (iv) upon receipt of any notice from the Company contemplated by Section 3(e)(iv) (in respect of the occurrence of an event contemplated therein), such Holder will forthwith discontinue disposition of the Registrable Shares pursuant to the applicable Registration Statement until such Holder receives copies of the supplemented or amended Prospectus contemplated by Section 3(g) and receives notice that any post-effective amendment has become effective, and in the case of clause (iii) and (iv) of this paragraph, if so directed by the Company, such Holder will deliver to the Company all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice.

Registration Procedure. Whenever (a) Each Holder agrees to provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities and such other information reasonably requested by the Company in connection with the preparation of and for inclusion in the Registration Statement. (b) If and whenever the Company is required under Section 2 to use all its commercially reasonable best efforts to effect the registration of any Registrable SharesSecurities under the Securities Act pursuant to SECTION 1.1, 1.2 OR 1.3, the Company shall, will use its commercially reasonable best efforts to effect the extent applicable: (a) subject to the last five sentences registration and sale of Section 3(b), prepare and file such Registrable Securities in accordance with the SEC a Registration Statement with respect to intended methods of disposition thereof specified by the Requesting Holders. Without limiting the foregoing, the Company in each such Registrable Shares and case will, as expeditiously as possible use all its commercially reasonable best efforts to cause such Registration Statement to become and remain effective for the applicable period as provided in Section 2. (b) subject to the last five sentences of this Section 3(b), prepare and file with the SEC from time to time such amendments and supplements to the Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective (subject to Section 1.7 hereof) and free of material misstatements or omissions (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of: (i) the first date on which all Holders have consummated the sale of all of such Holders' Registrable Securities registered under the Registration Statement; (ii) the date on which all of the Registrable Securities registered under the Registration Statement are eligible for sale pursuant to comply with the provisions of Rule 144(k) (or any successor provision) or in a single transaction pursuant to Rule 144(e) (or any successor provision) under the Securities Act of 1933, as amended (the "SECURITIES ACT"); or (iii) (A) with respect to the disposition of all the Registrable Shares throughout the applicable period. Notwithstanding anything to the contrary contained hereina Shelf Registration Statement, the Company shall not be required to take any later of (x) two (2) years after such Shelf Registration Statement becomes effective and (y) if Issued Securities are issued at the actions described in Stage III Closing, three (3) years after the previous sentence, in Section 3(a), 3(d) or Section 3(g) to the extent that (i) in the reasonable opinion of the Company (A) securities laws applicable to such sale would require the Company to disclose material non-public information ("Non-Public Information") Stage III Closing; and (B) the ---------- ----------- disclosure of with respect to a Demand Registration or Piggyback Registration, one hundred and eighty (180) days after such Non-Public Information would materially adversely affect the Company; (ii) such sale would occur during the measurement period for determining the amount of Common Stock in connection with the acquisition of a business or assets by the Company (the "Measurement Period"); or (iii) the ------------------ Company is contemplating an underwritten or non-underwritten public offering of its securities and in the reasonable opinion of the underwriters (or the Company, in the case of a non-underwritten public offering) such sale would interfere materially with such public offering by the Company (a "Financing --------- Period"); and in the event of (i), (ii) or (iii) the Company simultaneously ------ delivers written notice to the Holders to the effect that the Holders may not make offers or sales under the applicable Registration Statement for a period not to exceed sixty (60) days from the date of such notice; provided, however, -------- ------- that the Company may only deliver two such notices within any twelve-month period and shall not deliver such notices consecutively in any twelve-month period. In the event the sale by the Holders is suspended because of the existence of Non-Public Information, the Company will notify the Holders promptly upon such Non-Public Information being included by the Company in a filing with the SEC, being otherwise disclosed to the public (other than through the action of any Holder), or ceasing to be material to the Company, and upon such notice being given by the Company, the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. In the event the sale by the Holders is suspended because it is proposed to be made during the Measurement Period or the Financing Period, as applicable, the Company shall specify, in notifying the Holders of the suspension of the sale, when the Measurement Period or Financing Period, as applicable, will end, at which time the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. If the Measurement Period or the Financing Period, as applicable, is thereafter changed (but in no event to a date after the applicable sixty (60) day period), the Company will promptly notify the Holders of such change and upon the end of the Measurement Period or Financing Period as so changed, the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. If an agreement to which such Measurement Period or Financing Period, as applicable, relates is terminated prior to the end of the Measurement Period or Financing Period, as applicable, the suspension period hereunder shall end immediately and the Company shall promptly notify the Holders of the end of the suspension periodbecomes effective. (c) furnish The Company agrees to the Holders such numbers provide to each Holder a reasonable number of copies of the final Registration Statement and Prospectus included therein in conformity with the requirements of the Securities Act related prospectus (including any preliminary prospectus) and such other documents and information as they may reasonably request. (d) any amendments or supplements thereto. The Company further agrees that it will use all commercially reasonable efforts to register or qualify, and maintain the registration and qualification of, the Registrable Shares covered by such Registration Statement under such other securities or "blue sky" laws of such jurisdictions within the United States and its territories as shall be reasonably appropriate for the distribution of the Registrable Shares covered by a Registration Statement; provided, however, that the Company shall not be -------- ------- required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (d) be obligated to do so; and provided further, that the Company shall not be -------- ------- required to subject itself to taxation in any jurisdiction or to qualify such Registrable Shares in any jurisdiction in which the securities regulatory authority requires that any Holder submit any of its Registrable Shares to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Shares in such jurisdiction unless such Holder agrees to do so. (e) promptly notify each Holder for whom Registrable Shares are covered by the applicable Registration Statement, and confirm in writing (i) when the Registration Statement and any post-effective amendments thereto have become effective, (ii) when any amendment or supplement to the Prospectus contained in such Registration Statement has been filed with the SEC, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose, or the suspension of any qualification under "blue sky" laws, (iv) at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of an event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. (f) use all commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a any Registration Statement at the earliest possible moment. (g) subject to the last five sentences of Section 3(b), upon the occurrence of any event contemplated by clause (iv) of Section 3(e), use all commercially reasonable efforts promptly to prepare and file an amendment or a supplement to the Prospectus contained in the applicable Registration Statement or any document incorporated in such Prospectus by reference or prepare, file and obtain effectiveness of a post-effective amendment to such Registration Statement, or file any other required document, in any case to the extent necessary so that, as thereafter delivered to the purchasers of such Registrable Shares, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. (h) otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC. (i) use all commercially reasonable efforts to list the Registrable Shares covered by a Registration Statement with any securities exchange on which the Common Stock of the Company is then listed. (j) If the Company shall hereafter enter into any registration rights or similar agreement which grants any holder of Common Stock liquidated damages or similar penalties for failure of the Company to file a registration statement and/or cause a registration statement to become or remain effective with respect to such Common Stock, the Holders hereunder shall be entitle to comparable and proportionate rights and penalties (taking into account the relative number of shares of Common Stock) with respect to Registrable Shares then outstanding hereunder. In connection with and as a condition to the Company's obligations with respect to any Registration Statements required to be filed pursuant to Section 2 and this Section 3, each Holder agrees that (i) it will not offer or sell its Registrable Shares under any Registration Statement until it has received copies of the Prospectus as then supplemented or amended as contemplated by Section 3(c) and receives notice from the Company that the Registration Statement and any post-effective amendment thereto have become effective as contemplated in Section 3(e), (ii) upon receipt of any notice from the Company contemplated by Section 3(e)(iii), such Holder will forthwith discontinue disposition of the Registrable Shares pursuant to the applicable Registration Statement until the Company obtains the withdrawal of any order suspending the effectiveness of such Registration Statement, (iii) upon receipt of any notice from the Company contemplated by Section 3(b), such Holder will forthwith discontinue disposition of the Registrable Shares pursuant to the applicable Registration Statement until (a) the expiration of the Measurement Period or Financing Period, as applicable, or the receipt of a notice from the Company that the Non-Public Information has been included in a filing with the SEC or has otherwise been disclosed to the public or has ceased to be material to the Company as provided in Section 3(b) and (b) if applicable, the Holder receives copies of the supplemented or amended Prospectus contemplated by Section 3(g) and receives notice that any post-effective amendment has become effective, and (iv) upon receipt of any notice from the Company contemplated by Section 3(e)(iv) (in respect of the occurrence of an event contemplated therein), such Holder will forthwith discontinue disposition of the Registrable Shares pursuant to the applicable Registration Statement until such Holder receives copies of the supplemented or amended Prospectus contemplated by Section 3(g) and receives notice that any post-effective amendment has become effective, and in the case of clause (iii) and (iv) of this paragraph, if so directed by the Company, such Holder will deliver to the Company all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice.

Registration Procedure. Whenever (a) If and whenever the Company is required under Section 2 to use all commercially reasonable efforts to effect or cause the registration Registration of any Registrable SharesSecurities pursuant to this Article IX, the Company shallwill, to the extent applicableas expeditiously as possible: (a1) Prepare in cooperation with the sellers (and, in the event of an underwritten public offering, with the underwriter(s)), and file with the SEC, in a manner consistent with the provisions of this Article IX, a registration statement with respect to such Registrable Securities on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate as the case may be, and which form shall be available for the sale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its best efforts to cause such registration statement to become and remain effective; provided that before filing with the SEC a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to one counsel selected by the Requesting Shareholder(s), in the event of a Registration effected pursuant to Section 9.1 hereof, or selected by the holders of a majority of the Registrable Securities covered by such registration statement, in the event of any other Registration, copies of all such documents proposed to be filed, which documents will be subject to the last five sentences timely review of Section 3(b)such counsel, prepare and (ii) notify each holder of Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (2) Prepare and file with the SEC a Registration Statement with respect to such Registrable Shares and use all commercially reasonable efforts to cause such Registration Statement to become and remain effective for the applicable period as provided in Section 2. (b) subject to the last five sentences of this Section 3(b), prepare and file with the SEC from time to time such amendments and supplements to such registration statement and the Registration Statement and Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 120 days or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the Registration Statement effective expiration of the 90-day period referred to in Section 4(3) of the Securities Act and to Rule 174 thereunder, if applicable) and comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Shares throughout the applicable period. Notwithstanding anything to the contrary contained herein, the Company shall not be required to take any of the actions described securities covered by such registration statement during such period in the previous sentence, in Section 3(a), 3(d) or Section 3(g) to the extent that (i) in the reasonable opinion of the Company (A) securities laws applicable to such sale would require the Company to disclose material non-public information ("Non-Public Information") and (B) the ---------- ----------- disclosure of such Non-Public Information would materially adversely affect the Company; (ii) such sale would occur during the measurement period for determining the amount of Common Stock in connection accordance with the acquisition intended methods of a business or assets disposition by the Company (the "Measurement Period"); seller or (iii) the ------------------ Company is contemplating an underwritten or non-underwritten public offering of its securities and sellers thereof set forth in the reasonable opinion of the underwriters (or the Company, in the case of a non-underwritten public offering) such sale would interfere materially with such public offering by the Company (a "Financing --------- Period"); and in the event of (i), (ii) or (iii) the Company simultaneously ------ delivers written notice to the Holders to the effect that the Holders may not make offers or sales under the applicable Registration Statement for a period not to exceed sixty (60) days from the date of such notice; provided, however, -------- ------- that the Company may only deliver two such notices within any twelve-month period and shall not deliver such notices consecutively in any twelve-month period. In the event the sale by the Holders is suspended because of the existence of Non-Public Information, the Company will notify the Holders promptly upon such Non-Public Information being included by the Company in a filing with the SEC, being otherwise disclosed to the public (other than through the action of any Holder), or ceasing to be material to the Company, and upon such notice being given by the Company, the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. In the event the sale by the Holders is suspended because it is proposed to be made during the Measurement Period or the Financing Period, as applicable, the Company shall specify, in notifying the Holders of the suspension of the sale, when the Measurement Period or Financing Period, as applicable, will end, at which time the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. If the Measurement Period or the Financing Period, as applicable, is thereafter changed (but in no event to a date after the applicable sixty (60) day period), the Company will promptly notify the Holders of such change and upon the end of the Measurement Period or Financing Period as so changed, the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. If an agreement to which such Measurement Period or Financing Period, as applicable, relates is terminated prior to the end of the Measurement Period or Financing Period, as applicable, the suspension period hereunder shall end immediately and the Company shall promptly notify the Holders of the end of the suspension periodregistration statement. (c3) furnish Furnish to each holder of Registrable Securities covered by the Holders registration statement and to each underwriter, if any, of such numbers Registrable Securities, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the Registration Statement and Prospectus prospectus included therein in conformity with the requirements of the Securities Act such registration statement (including each preliminary prospectus), and such other documents and information documents, as they such person may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by such holder. (d4) use all commercially reasonable Use its best efforts to register or qualify, and maintain the registration and qualification of, the qualify such Registrable Shares Securities covered by such Registration Statement registration statement under such other securities or "blue sky" sky laws of such jurisdictions within the United States as any holder, and its territories as underwriter, if any, of Registrable Securities covered by such registration statement shall reasonably request, and do any and all other acts and things which may be reasonably appropriate for necessary or advisable to enable such seller to consummate the distribution disposition in such jurisdictions of the Registrable Shares covered Securities owned by a Registration Statementsuch seller; provided, however, that the Company shall not for any such purpose, be -------- ------- required in connection therewith or as a condition thereto to (A) qualify to do business in or to file as a general consent to service of process foreign corporation in any jurisdiction wherein it would not where, but for the requirements of this paragraph Section 9.10, it is not then so qualified, (dB) be obligated to do so; and provided further, that the Company shall not be -------- ------- required to subject itself to taxation in any jurisdiction such jurisdiction, or (C) take any action which would subject it to qualify such Registrable Shares in any jurisdiction in which the securities regulatory authority requires that any Holder submit any of its Registrable Shares to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Shares in such jurisdiction unless such Holder agrees to do sogeneral or unlimited service or process not then so subject. (e5) promptly Use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities. (6) Immediately notify each Holder for whom seller of Registrable Shares are Securities covered by the applicable Registration Statementsuch registration statement, and confirm in writing (i) when the Registration Statement and any post-effective amendments thereto have become effective, (ii) when any amendment or supplement to the Prospectus contained in such Registration Statement has been filed with the SEC, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose, or the suspension of any qualification under "blue sky" laws, (iv) at any time when a Prospectus prospectus relating to such Registration Statement thereto is required to be delivered under the Securities Act, of the happening of an any event which comes to the Company's attention if as a result of which such event the Prospectus prospectus included in such Registration Statementregistration statement, as then in effect, includes an any untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading made therein, in the light of the circumstances under which they were made. (f) use all commercially reasonable efforts to obtain , not misleading and at the withdrawal request of any order suspending the effectiveness such seller, deliver a reasonable number of a Registration Statement at the earliest possible moment. (g) subject to the last five sentences copies of Section 3(b), upon the occurrence of any event contemplated by clause (iv) of Section 3(e), use all commercially reasonable efforts promptly to prepare and file an amendment amended or a supplement to the Prospectus contained in the applicable Registration Statement or any document incorporated in such Prospectus by reference or prepare, file and obtain effectiveness of a post-effective amendment to such Registration Statement, or file any other required document, in any case to the extent supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SharesSecurities, such Prospectus prospectus shall not include an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading made therein, in the light of the circumstances under which they were made, not misleading. (h7) otherwise Otherwise use all commercially reasonable its best efforts to comply with all applicable rules and regulations of the SECSEC and make available to its security holders, in each case as soon as practicable, an earnings statement covering a period of at least 12 months, beginning with the first month after the effective date of the registration statement (as the term "effective date" is defined in Rule 158(c) under the Securities Act), which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act including, at the option of the Company, Rule 158 thereunder. (i) use all commercially reasonable 8) Use its best efforts to cause all such Registrable Securities to be listed on such national securities exchange or the National Association of Securities Dealers National Market System as may be reasonably requested by the Requesting Shareholder, and if any similar securities issued by the Company are then listed on any securities exchanges or national market systems, to also list all such Registrable Securities on such securities exchanges or national market systems, and enter into such customary agreements including a listing application and indemnification agreement in customary form, provided that the applicable listing requirements are satisfied, and to provide a transfer agent and registrar for such Registrable Shares Securities covered by a Registration Statement with any securities exchange on which such registration statement no later than the Common Stock effective date of the Company is then listedsuch registration statement. (j9) If Use its best efforts to obtain a "cold comfort" letter from the independent public accountants for the Company shall hereafter enter into any registration rights or similar agreement which grants any holder of Common Stock liquidated damages or similar penalties for failure in customary form and covering matters of the Company to file type customarily covered by such letters as may be reasonably requested by the Requesting Shareholder(s), in the event of a registration statement and/or cause a registration statement to become or remain effective with respect to such Common Stock, the Holders hereunder shall be entitle to comparable and proportionate rights and penalties (taking into account the relative number of shares of Common Stock) with respect to Registrable Shares then outstanding hereunder. In connection with and as a condition to the Company's obligations with respect to any Registration Statements required to be filed effected pursuant to Section 2 9.1 hereof, or by the holders of a majority of the Registrable Securities covered by such registration statement, in the event of any other Registration. (10) Execute and this Section 3, deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as sellers of a majority of the Registrable Securities being sold reasonably request in order to effect an underwritten public offering of such Registrable Securities. The Company may require each Holder agrees that (i) it will not offer or sell its holder of Registrable Shares under Securities as to which any Registration Statement until it has received copies of the Prospectus as then supplemented or amended as contemplated by Section 3(c) and receives notice from is being effected to furnish to the Company that such information regarding such holder and the Registration Statement and any post-effective amendment thereto have become effective distribution of such Registrable Securities as contemplated the Company may from time to time reasonably request in Section 3(e)writing in connection with effecting such offering. (b) Each holder of Registrable Securities will, (ii) upon receipt of any notice from the Company contemplated by of the happening of any event of the kind described in Section 3(e)(iii9.10(a)(6), such Holder will forthwith discontinue disposition of the Registrable Shares Securities pursuant to the applicable Registration Statement registration statement covering such Registrable Securities until the Company obtains the withdrawal of any order suspending the effectiveness of such Registration Statement, (iii) upon holder's receipt of any notice from the Company contemplated by Section 3(b), such Holder will forthwith discontinue disposition of the Registrable Shares pursuant to the applicable Registration Statement until (a) the expiration of the Measurement Period or Financing Period, as applicable, or the receipt of a notice from the Company that the Non-Public Information has been included in a filing with the SEC or has otherwise been disclosed to the public or has ceased to be material to the Company as provided in Section 3(b) and (b) if applicable, the Holder receives copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(g) and receives notice that any post-effective amendment has become effective, and (iv) upon receipt of any notice from the Company contemplated by Section 3(e)(iv) (in respect of the occurrence of an event contemplated therein9.10(a)(6), such Holder will forthwith discontinue disposition of the Registrable Shares pursuant to the applicable Registration Statement until such Holder receives copies of the supplemented or amended Prospectus contemplated by Section 3(g) and receives notice that any post-effective amendment has become effective, and in the case of clause (iii) and (iv) of this paragraphand, if so directed by the Company, such Holder holder will deliver to the Company (at the Company's expense) all copies in its possessioncopies, other than permanent file copies copies, then in such Holderholder's possession, of the Prospectus prospectus covering such Registrable Shares current Securities at the time of receipt of such notice.

Registration Procedure. Whenever (a) If and whenever the Company is required under Section 2 to use all commercially reasonable efforts to effect or cause the registration Registration of any Registrable SharesSecurities pursuant to this Article IX, the Company shallwill, to the extent applicableas expeditiously as possible: (a1) Prepare in cooperation with the sellers (and, in the event of an underwritten public offering, with the underwriter(s)), and file with the SEC, in a manner consistent with the provisions of this Article IX, a registration statement with respect to such Registrable Securities on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate as the case may be, and which form shall be available for the sale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its best efforts to cause such registration statement to become and remain effective; provided that before filing with the SEC a registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to one counsel selected by the Requesting Stockholder(s), in the event of a Registration effected pursuant to Section 9.1 hereof, or selected by the holders of a majority of the Registrable Securities covered by such registration statement, in the event of any other Registration, copies of all such documents proposed to be filed, which documents will be subject to the last five sentences timely review of Section 3(b)such counsel, prepare and (ii) notify each holder of Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (2) Prepare and file with the SEC a Registration Statement with respect to such Registrable Shares and use all commercially reasonable efforts to cause such Registration Statement to become and remain effective for the applicable period as provided in Section 2. (b) subject to the last five sentences of this Section 3(b), prepare and file with the SEC from time to time such amendments and supplements to such registration statement and the Registration Statement and Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 120 days or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the Registration Statement effective expiration of the 90-day period referred to in Section 4(3) of the Securities Act and to Rule 174 thereunder, if applicable) and comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Shares throughout the applicable period. Notwithstanding anything to the contrary contained herein, the Company shall not be required to take any of the actions described securities covered by such registration statement during such period in the previous sentence, in Section 3(a), 3(d) or Section 3(g) to the extent that (i) in the reasonable opinion of the Company (A) securities laws applicable to such sale would require the Company to disclose material non-public information ("Non-Public Information") and (B) the ---------- ----------- disclosure of such Non-Public Information would materially adversely affect the Company; (ii) such sale would occur during the measurement period for determining the amount of Common Stock in connection accordance with the acquisition intended methods of a business or assets disposition by the Company (the "Measurement Period"); seller or (iii) the ------------------ Company is contemplating an underwritten or non-underwritten public offering of its securities and sellers thereof set forth in the reasonable opinion of the underwriters (or the Company, in the case of a non-underwritten public offering) such sale would interfere materially with such public offering by the Company (a "Financing --------- Period"); and in the event of (i), (ii) or (iii) the Company simultaneously ------ delivers written notice to the Holders to the effect that the Holders may not make offers or sales under the applicable Registration Statement for a period not to exceed sixty (60) days from the date of such notice; provided, however, -------- ------- that the Company may only deliver two such notices within any twelve-month period and shall not deliver such notices consecutively in any twelve-month period. In the event the sale by the Holders is suspended because of the existence of Non-Public Information, the Company will notify the Holders promptly upon such Non-Public Information being included by the Company in a filing with the SEC, being otherwise disclosed to the public (other than through the action of any Holder), or ceasing to be material to the Company, and upon such notice being given by the Company, the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. In the event the sale by the Holders is suspended because it is proposed to be made during the Measurement Period or the Financing Period, as applicable, the Company shall specify, in notifying the Holders of the suspension of the sale, when the Measurement Period or Financing Period, as applicable, will end, at which time the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. If the Measurement Period or the Financing Period, as applicable, is thereafter changed (but in no event to a date after the applicable sixty (60) day period), the Company will promptly notify the Holders of such change and upon the end of the Measurement Period or Financing Period as so changed, the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. If an agreement to which such Measurement Period or Financing Period, as applicable, relates is terminated prior to the end of the Measurement Period or Financing Period, as applicable, the suspension period hereunder shall end immediately and the Company shall promptly notify the Holders of the end of the suspension periodregistration statement. (c3) furnish Furnish to each holder of Registrable Securities covered by the Holders registration statement and to each underwriter, if any, of such numbers Registrable Securities, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the Registration Statement and Prospectus prospectus included therein in conformity with the requirements of the Securities Act such registration statement (including each preliminary prospectus), and such other documents and information documents, as they such person may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by such holder. (d4) use all commercially reasonable Use its best efforts to register or qualify, and maintain the registration and qualification of, the qualify such Registrable Shares Securities covered by such Registration Statement registration statement under such other securities or "blue sky" sky laws of such jurisdictions within the United States as any holder, and its territories as underwriter, if any, of Registrable Securities covered by such registration statement shall reasonably request, and do any and all other acts and things which may be reasonably appropriate for necessary or advisable to enable such seller to consummate the distribution disposition in such jurisdictions of the Registrable Shares covered Securities owned by a Registration Statementsuch seller; provided, however, provided that the Company shall not for any such purpose, be -------- ------- required in connection therewith or as a condition thereto to (A) qualify to do business in or to file as a general consent to service of process foreign corporation in any jurisdiction wherein it would not where, but for the requirements of this paragraph (d) be obligated to do so; and provided furtherSection 9.10, that the Company shall it is not be -------- ------- required to subject itself to taxation in any jurisdiction or to qualify such Registrable Shares in any jurisdiction in which the securities regulatory authority requires that any Holder submit any of its Registrable Shares to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Shares in such jurisdiction unless such Holder agrees to do so. (e) promptly notify each Holder for whom Registrable Shares are covered by the applicable Registration Statement, and confirm in writing (i) when the Registration Statement and any post-effective amendments thereto have become effective, (ii) when any amendment or supplement to the Prospectus contained in such Registration Statement has been filed with the SEC, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose, or the suspension of any qualification under "blue sky" laws, (iv) at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of an event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. (f) use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment. (g) subject to the last five sentences of Section 3(b), upon the occurrence of any event contemplated by clause (iv) of Section 3(e), use all commercially reasonable efforts promptly to prepare and file an amendment or a supplement to the Prospectus contained in the applicable Registration Statement or any document incorporated in such Prospectus by reference or prepare, file and obtain effectiveness of a post-effective amendment to such Registration Statement, or file any other required document, in any case to the extent necessary so that, as thereafter delivered to the purchasers of such Registrable Shares, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. (h) otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC. (i) use all commercially reasonable efforts to list the Registrable Shares covered by a Registration Statement with any securities exchange on which the Common Stock of the Company is then listed. (j) If the Company shall hereafter enter into any registration rights or similar agreement which grants any holder of Common Stock liquidated damages or similar penalties for failure of the Company to file a registration statement and/or cause a registration statement to become or remain effective with respect to such Common Stock, the Holders hereunder shall be entitle to comparable and proportionate rights and penalties (taking into account the relative number of shares of Common Stock) with respect to Registrable Shares then outstanding hereunder. In connection with and as a condition to the Company's obligations with respect to any Registration Statements required to be filed pursuant to Section 2 and this Section 3, each Holder agrees that (i) it will not offer or sell its Registrable Shares under any Registration Statement until it has received copies of the Prospectus as then supplemented or amended as contemplated by Section 3(c) and receives notice from the Company that the Registration Statement and any post-effective amendment thereto have become effective as contemplated in Section 3(e), (ii) upon receipt of any notice from the Company contemplated by Section 3(e)(iii), such Holder will forthwith discontinue disposition of the Registrable Shares pursuant to the applicable Registration Statement until the Company obtains the withdrawal of any order suspending the effectiveness of such Registration Statement, (iii) upon receipt of any notice from the Company contemplated by Section 3(b), such Holder will forthwith discontinue disposition of the Registrable Shares pursuant to the applicable Registration Statement until (a) the expiration of the Measurement Period or Financing Period, as applicable, or the receipt of a notice from the Company that the Non-Public Information has been included in a filing with the SEC or has otherwise been disclosed to the public or has ceased to be material to the Company as provided in Section 3(b) and (b) if applicable, the Holder receives copies of the supplemented or amended Prospectus contemplated by Section 3(g) and receives notice that any post-effective amendment has become effective, and (iv) upon receipt of any notice from the Company contemplated by Section 3(e)(iv) (in respect of the occurrence of an event contemplated therein), such Holder will forthwith discontinue disposition of the Registrable Shares pursuant to the applicable Registration Statement until such Holder receives copies of the supplemented or amended Prospectus contemplated by Section 3(g) and receives notice that any post-effective amendment has become effective, and in the case of clause (iii) and (iv) of this paragraph, if so directed by the Company, such Holder will deliver to the Company all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice.qualified,

Registration Procedure. Whenever (a) If and whenever the Company is required under Section 2 to use all commercially reasonable efforts to effect or cause the registration Registration of any Registrable SharesSecurities pursuant to this Article IX, the Company shallwill, to the extent applicableas expeditiously as possible: (a1) Prepare in cooperation with the sellers (and, in the event of an underwritten public offering, with the underwriter(s)), and file with the SEC, in a manner consistent with the provisions of this Article IX, a registration statement with respect to such Registrable Securities on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate as the case may be, and which form shall be available for the sale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its best efforts to cause such registration statement to become and remain effective; provided that before filing with the SEC a -------- registration statement or prospectus or any amendments or supplements thereto, the Company will (i) furnish to one counsel selected by the Requesting Stockholder(s), in the event of a Registration effected pursuant to Section 9.1 hereof, or selected by the holders of a majority of the Registrable Securities covered by such registration statement, in the event of any other Registration, copies of all such documents proposed to be filed, which documents will be subject to the last five sentences timely review of Section 3(b)such counsel, prepare and (ii) notify each holder of Registrable Securities covered by such registration statement of any stop order issued or threatened by the SEC and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. (2) Prepare and file with the SEC a Registration Statement with respect to such Registrable Shares and use all commercially reasonable efforts to cause such Registration Statement to become and remain effective for the applicable period as provided in Section 2. (b) subject to the last five sentences of this Section 3(b), prepare and file with the SEC from time to time such amendments and supplements to such registration statement and the Registration Statement and Prospectus prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 120 days or such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold (but not before the Registration Statement effective expiration of the 90-day period referred to in Section 4(3) of the Securities Act and to Rule 174 thereunder, if applicable) and comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Shares throughout the applicable period. Notwithstanding anything to the contrary contained herein, the Company shall not be required to take any of the actions described securities covered by such registra- tion statement during such period in the previous sentence, in Section 3(a), 3(d) or Section 3(g) to the extent that (i) in the reasonable opinion of the Company (A) securities laws applicable to such sale would require the Company to disclose material non-public information ("Non-Public Information") and (B) the ---------- ----------- disclosure of such Non-Public Information would materially adversely affect the Company; (ii) such sale would occur during the measurement period for determining the amount of Common Stock in connection accordance with the acquisition intended methods of a business or assets disposition by the Company (the "Measurement Period"); seller or (iii) the ------------------ Company is contemplating an underwritten or non-underwritten public offering of its securities and sellers thereof set forth in the reasonable opinion of the underwriters (or the Company, in the case of a non-underwritten public offering) such sale would interfere materially with such public offering by the Company (a "Financing --------- Period"); and in the event of (i), (ii) or (iii) the Company simultaneously ------ delivers written notice to the Holders to the effect that the Holders may not make offers or sales under the applicable Registration Statement for a period not to exceed sixty (60) days from the date of such notice; provided, however, -------- ------- that the Company may only deliver two such notices within any twelve-month period and shall not deliver such notices consecutively in any twelve-month period. In the event the sale by the Holders is suspended because of the existence of Non-Public Information, the Company will notify the Holders promptly upon such Non-Public Information being included by the Company in a filing with the SEC, being otherwise disclosed to the public (other than through the action of any Holder), or ceasing to be material to the Company, and upon such notice being given by the Company, the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. In the event the sale by the Holders is suspended because it is proposed to be made during the Measurement Period or the Financing Period, as applicable, the Company shall specify, in notifying the Holders of the suspension of the sale, when the Measurement Period or Financing Period, as applicable, will end, at which time the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. If the Measurement Period or the Financing Period, as applicable, is thereafter changed (but in no event to a date after the applicable sixty (60) day period), the Company will promptly notify the Holders of such change and upon the end of the Measurement Period or Financing Period as so changed, the Holders shall again, subject to the last paragraph of this Section 3, be entitled to sell Registrable Shares as provided herein. If an agreement to which such Measurement Period or Financing Period, as applicable, relates is terminated prior to the end of the Measurement Period or Financing Period, as applicable, the suspension period hereunder shall end immediately and the Company shall promptly notify the Holders of the end of the suspension periodregistration statement. (c3) furnish Furnish to each holder of Registrable Securities covered by the Holders registration statement and to each underwriter, if any, of such numbers Registrable Securities, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto), and the Registration Statement and Prospectus prospectus included therein in conformity with the requirements of the Securities Act such registration statement (including each preliminary prospectus), and such other documents and information documents, as they such person may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities owned by such holder. (d4) use all commercially reasonable Use its best efforts to register or qualify, and maintain the registration and qualification of, the qualify such Registrable Shares Securities covered by such Registration Statement registration statement under such other securities or "blue sky" sky laws of such jurisdictions within the United States as any holder, and its territories as underwriter, if any, of Registrable Securities covered by such registration statement shall reasonably request, and do any and all other acts and things which may be reasonably appropriate for necessary or advisable to enable such seller to consummate the distribution disposition in such jurisdictions of the Registrable Shares covered Securities owned by a Registration Statementsuch seller; provided, however, provided -------- that the Company shall not for any such purpose, be -------- ------- required in connection therewith or as a condition thereto to (A) qualify to do business in or to file as a general consent to service of process foreign corporation in any jurisdiction wherein it would not where, but for the requirements of this paragraph Section 9.10, it is not then so qualified, (dB) be obligated to do so; and provided further, that the Company shall not be -------- ------- required to subject itself to taxation in any jurisdiction such jurisdiction, or (C) take any action which would subject it to qualify such Registrable Shares in any jurisdiction in which the securities regulatory authority requires that any Holder submit any of its Registrable Shares to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Shares in such jurisdiction unless such Holder agrees to do sogeneral or unlimited service or process not then so subject. (e5) promptly Use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities. (6) Immediately notify each Holder for whom seller of Registrable Shares are Securities covered by the applicable Registration Statementsuch registration statement, and confirm in writing (i) when the Registration Statement and any post-effective amendments thereto have become effective, (ii) when any amendment or supplement to the Prospectus contained in such Registration Statement has been filed with the SEC, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose, or the suspension of any qualification under "blue sky" laws, (iv) at any time when a Prospectus prospectus relating to such Registration Statement thereto is required to be delivered under the Securities Act, of the happening of an any event which comes to the Company's attention if as a result of which such event the Prospectus prospectus included in such Registration Statementregistration statement, as then in effect, includes an any untrue statement of a material fact or omits to state any material a material, fact required to be stated therein or necessary in order to make the statements therein not misleading made therein, in the light of the circumstances under which they were made. (f) use all commercially reasonable efforts to obtain , not misleading and at the withdrawal request of any order suspending the effectiveness such seller, deliver a reasonable number of a Registration Statement at the earliest possible moment. (g) subject to the last five sentences copies of Section 3(b), upon the occurrence of any event contemplated by clause (iv) of Section 3(e), use all commercially reasonable efforts promptly to prepare and file an amendment amended or a supplement to the Prospectus contained in the applicable Registration Statement or any document incorporated in such Prospectus by reference or prepare, file and obtain effectiveness of a post-effective amendment to such Registration Statement, or file any other required document, in any case to the extent supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SharesSecurities, such Prospectus prospectus shall not include an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading made therein, in the light of the circumstances under which they were made, not misleading. (h7) otherwise Otherwise use all commercially reasonable its best efforts to comply with all applicable rules and regulations of the SECSEC and make available to its security holders, in each case as soon as practicable, an earnings statement covering a period of at least 12 months, beginning with the first month after the effective date of the registration statement (as the term "effective date" is defined in Rule 158(c) under the Securities Act), which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act including, at the option of the Company, Rule 158 thereunder. (i) use all commercially reasonable 8) Use its best efforts to cause all such Registrable Securities to be listed on such national securities exchange or the National Association of Securities Dealers National Market System as may be reasonably requested by the Requesting Stockholder, and if any similar securities issued by the Company are then listed on any securities exchanges or national market systems, to also list all such Registrable Securities on such securities exchanges or national market systems, and enter into such customary agreements including a listing application and indemnification agreement in customary form, provided that the applicable listing requirements are satisfied, and to provide a transfer agent and registrar for such Registrable Shares Securities covered by a Registration Statement with any securities exchange on which such registration statement no later than the Common Stock effective date of the Company is then listedsuch registration statement. (j9) If Use its best efforts to obtain a "cold comfort" letter from the independent public accountants for the Company shall hereafter enter into any registration rights or similar agreement which grants any holder of Common Stock liquidated damages or similar penalties for failure in customary form and covering matters of the Company to file type customarily covered by such letters as may be reasonably requested by the Requesting Stockholder(s), in the event of a registration statement and/or cause a registration statement to become or remain effective with respect to such Common Stock, the Holders hereunder shall be entitle to comparable and proportionate rights and penalties (taking into account the relative number of shares of Common Stock) with respect to Registrable Shares then outstanding hereunder. In connection with and as a condition to the Company's obligations with respect to any Registration Statements required to be filed effected pursuant to Section 2 9.1 hereof, or by the holders of a majority of the Registrable Securities covered by such registration statement, in the event of any other Registration. (10) Execute and this Section 3, deliver all instruments and documents (including in an underwritten offering an underwriting agreement in customary form) and take such other actions and obtain such certificates and opinions as sellers of a majority of the Registrable Securities being sold reasonably request in order to effect an underwritten public offering of such Registrable Securities. The Company may require each Holder agrees that (i) it will not offer or sell its holder of Registrable Shares under Securities as to which any Registration Statement until it has received copies of the Prospectus as then supplemented or amended as contemplated by Section 3(c) and receives notice from is being effected to furnish to the Company that such information regarding such holder and the Registration Statement and any post-effective amendment thereto have become effective distribution of such Registrable Securities as contemplated the Company may from time to time reasonably request in Section 3(e)writing in connection with effecting such offering. (b) Each holder of Registrable Securities will, (ii) upon receipt of any notice from the Company contemplated by of the happening of any event of the kind described in Section 3(e)(iii9.10(a)(6), such Holder will forthwith discontinue disposition of the Registrable Shares Securities pursuant to the applicable Registration Statement registration statement covering such Registrable Securities until the Company obtains the withdrawal of any order suspending the effectiveness of such Registration Statement, (iii) upon holder's receipt of any notice from the Company contemplated by Section 3(b), such Holder will forthwith discontinue disposition of the Registrable Shares pursuant to the applicable Registration Statement until (a) the expiration of the Measurement Period or Financing Period, as applicable, or the receipt of a notice from the Company that the Non-Public Information has been included in a filing with the SEC or has otherwise been disclosed to the public or has ceased to be material to the Company as provided in Section 3(b) and (b) if applicable, the Holder receives copies of the supplemented or amended Prospectus prospectus contemplated by Section 3(g) and receives notice that any post-effective amendment has become effective, and (iv) upon receipt of any notice from the Company contemplated by Section 3(e)(iv) (in respect of the occurrence of an event contemplated therein9.10(a)(6), such Holder will forthwith discontinue disposition of the Registrable Shares pursuant to the applicable Registration Statement until such Holder receives copies of the supplemented or amended Prospectus contemplated by Section 3(g) and receives notice that any post-effective amendment has become effective, and in the case of clause (iii) and (iv) of this paragraphand, if so directed by the Company, such Holder holder will deliver to the Company (at the Company's expense) all copies in its possessioncopies, other than permanent file copies copies, then in such Holderholder's possession, of the Prospectus prospectus covering such Registrable Shares current Securities at the time of receipt of such notice.