Common use of Rights Offering Registration Statement Clause in Contracts

Rights Offering Registration Statement. (i) On the date of this Agreement, promptly following the execution hereof, the Company shall file with the Commission the Rights Offering Registration Statement (the date of such filing, the “Filing Date”). (ii) The Rights Offering Registration Statement filed with the Commission shall be consistent in all material respects with the last form of such document provided to the Investors and their counsel to review prior to the filing thereof. Without limiting the foregoing, the Company shall (x) provide the Investors with a reasonable opportunity to review any SEC Transaction Document prior to its filing with the Commission and shall consider in good faith any comments of the Investors and their counsel; (y) advise the Investors promptly of the time when the Rights Offering Registration Statement has been filed and when the Rights Offering Registration Statement has become effective or any other SEC Transaction Document has been filed and shall furnish the Investors with copies thereof; and (z) advise the Investors promptly after it receives notice of any comments or inquiries by the Commission (and promptly furnish the Investors with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide the Investors with a reasonable opportunity to review any such comments, inquiries, request or other communication from the Commission and to review any responses thereto and any amendment or supplement to any SEC Transaction Document before any filing or communication with the Commission, and to consider in good faith any comments of the Investors and their counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, to use promptly its reasonable best efforts to obtain its withdrawal. (iii) The Company shall use its reasonable best efforts to have the Rights Offering Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after it is filed with the Commission. The Company shall take all action as may be necessary or advisable so that the Rights Offering, including the issuance of the Offered Shares (including the Investor Offered Shares and the Investor Over-Subscription Shares), and the other transactions contemplated by this Agreement, may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or “blue sky” laws. (iv) If at any time prior to the Expiration Date, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Investors of any such event and, subject to Section 5(a)(ii), prepare an amendment or supplement to the Investor Decision Package that will correct such statement or omission or effect such compliance.

Rights Offering Registration Statement. (i) On As promptly as practicable following the date of this Agreement, promptly following the execution hereof, the Company shall prepare and file with the Commission the a Rights Offering Registration Statement (the date of such filing, the “Filing Date”)Statement. (ii) The Rights Offering Registration Statement when filed with the Commission shall be substantially consistent in all material respects with the last form of such document provided to the Investors Investor and their its counsel to review prior to the filing thereof. Without limiting the foregoing, the The Company shall shall: (x) provide the Investors Investor with a reasonable opportunity to review any SEC Transaction Document the Rights Offering Registration Statement prior to its filing with the Commission and shall duly consider in good faith any comments of the Investors Investor and their its counsel; (y) advise the Investors Investor promptly of the time when the Rights Offering Registration Statement has been filed and or when the Rights Offering Registration Statement has become effective or any other SEC Transaction Document Rights Offering Prospectus or Rights Offering Prospectus supplement has been filed and shall furnish the Investors Investor with copies thereof; and (z) advise the Investors Investor promptly after it receives notice of any comments or inquiries by the Commission (and promptly furnish the Investors Investor with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Documentthe Rights Offering Registration Statement, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing any SEC Transaction Document the Rights Offering Registration Statement or for additional information, and in each such case, provide the Investors Investor with a reasonable opportunity to review any such comments, inquiries, request or other communication from the Commission and to review any responses thereto and any amendment or supplement to any SEC Transaction Document the Rights Offering Registration Statement before any filing or communication with the Commission, and to duly consider in good faith any comments consistent with this Agreement and any other reasonable comments of the Investors Investor and their its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Rights Offering Registration Statement or suspending any SEC Transaction Documentsuch qualification, to use promptly its commercially reasonable best efforts to obtain its withdrawal. (iii) The Company shall use its commercially reasonable best efforts to have the Rights Offering Registration Statement cleared or declared effective, as the case may be, effective by the Commission as promptly as practicable after it is filed with the Commissionsuch filing. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering, including Offering and the issuance and sale of the Offered Investor Shares (including the Investor Offered Shares and the Investor Over-Subscription Shares), and the other transactions contemplated by this Agreement, may Agreement will be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or “blue sky” Blue Sky laws. (iv) If at any time prior to the Expiration DateTime, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Investors Investor of any such event and, subject to Section 5(a)(ii), and prepare an amendment or supplement to the Investor Decision Package that is reasonably acceptable in form and substance to the Investor that will correct such statement or omission or effect such compliance.

Rights Offering Registration Statement. (iA) On The Company shall promptly prepare and file the date of this Agreement, promptly following Rights Offering Registration Statement. Notwithstanding the execution hereofforegoing, the Company shall file with the Commission shall (B) The Company will use its best efforts to cause the Rights Offering Registration Statement (the date of such filing, the “Filing Date”). (ii) The Rights Offering Registration Statement filed with the Commission shall be consistent in all material respects with the last form of such document provided to the Investors become effective and their counsel to review prior to the filing thereof. Without limiting the foregoing, the Company shall (x) provide the Investors with a reasonable opportunity to review any SEC Transaction Document prior to its filing with the Commission and shall consider in good faith any comments of the Investors and their counsel; (y) will advise the Investors promptly of Purchasers immediately, and confirm the time advice in writing (i) when the Rights Offering Registration Statement has Statement, or any post-effective amendment to the Rights Offering Registration Statement, shall have become effective, or any supplement to the Rights Offering Prospectus or any amended Rights Offering Prospectus shall have been filed and when filed, (ii) of the necessity of amending or supplementing the Rights Offering Prospectus or any amended Rights Offering Prospectus in order to then meet the requirements of the Act, (iii) of any request of the SEC for amendment or supplementation of the Rights Offering Registration Statement has become effective or any other SEC Transaction Document has been filed and shall furnish Rights Offering Prospectus or the Investors with copies thereof; additional information and (ziv) advise the Investors promptly after it receives notice of any comments or inquiries by the Commission (and promptly furnish the Investors with copies of any correspondence related thereto), of the issuance by the Commission SEC of any stop order suspending the effectiveness of the Rights Offering Registration Statement or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation preliminary or threatening of any proceeding for any such purposeamended preliminary prospectus, or of any request by the Commission for amending suspension or supplementing any SEC Transaction Document or for additional information, and in each such case, provide the Investors with a reasonable opportunity to review any such comments, inquiries, request or other communication from the Commission and to review any responses thereto and any amendment or supplement to any SEC Transaction Document before any filing or communication with the Commission, and to consider in good faith any comments qualification of the Investors Rights, the Preferred Stock and their counsel and the Class A Common Stock for offering for sale in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, to use promptly its reasonable best efforts to obtain its withdrawal.any (iiiC) The Company shall use its reasonable best efforts will deliver to have the Purchasers, without charge from time to time until the effective date of the Rights Offering Registration Statement cleared or declared effectiveand thereafter from time to time as requested, as many copies of each preliminary or amended preliminary prospectus and the case Rights Offering Prospectus (as supplemented or amended, if the Company shall have made any supplements or amendments to the Rights Offering Prospectus) as the Purchasers may be, by the Commission as promptly as practicable after it is filed with the Commissionreasonably request. The Company shall take all action as may be necessary has furnished or advisable so that will furnish to the Purchasers two copies of the Rights OfferingOffering Registration Statement as originally filed and of all amendments thereto, including whether filed before or after the issuance of the Offered Shares (including the Investor Offered Shares and the Investor Over-Subscription Shares)Rights Offering Registration Statement becomes effective, and the other transactions contemplated two copies of all exhibits filed therewith or incorporated therein by this Agreement, may be effected in accordance reference. (D) The Company will use its best efforts to comply with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or “blue sky” laws. the rules and regulations thereunder so as to permit the continuance of sales of, and dealings in, the Rights, the Preferred Stock and the Class A Common Stock in the Rights Offering under the Act and the Exchange Act. Subject to the provisions of subsection (ivA) If of this Section 6.3, if at any time prior to the Expiration Date, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Investors of any such event and, subject to Section 5(a)(ii), prepare an amendment or supplement to the Investor Decision Package that will correct such statement or omission or effect such compliance.when a

Rights Offering Registration Statement. (i) On As promptly as practicable following the date of this Agreement, promptly following the execution hereof, the Company shall prepare and file with the Commission the a Rights Offering Registration Statement (the date of such filing, the “Filing Date”). (ii) Statement. The Rights Offering Registration Statement when filed with the Commission shall be substantially consistent in all material respects with the last form of such document provided to the Investors Investor and their its counsel to review prior to the filing thereof. Without limiting the foregoing, the The Company shall shall: (x) provide the Investors Investor with a reasonable opportunity to review any SEC Transaction Document the Rights Offering Registration Statement prior to its filing with the Commission and shall duly consider in good faith any comments of the Investors Investor and their its counsel; (y) advise the Investors Investor promptly of the time when the Rights Offering Registration Statement has been filed and or when the Rights Offering Registration Statement has become effective or any other SEC Transaction Document Rights Offering Prospectus or Rights Offering Prospectus supplement has been filed and shall furnish the Investors Investor with copies thereof; and (z) advise the Investors Investor promptly after it receives notice of any comments or inquiries by the Commission (and promptly furnish the Investors Investor with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Documentthe Rights Offering Registration Statement, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing any SEC Transaction Document the Rights Offering Registration Statement or for additional information, and in each such case, provide the Investors Investor with a reasonable opportunity to review any such comments, inquiries, request or other communication from the Commission and to review any responses thereto and any amendment or supplement to any SEC Transaction Document the Rights Offering Registration Statement before any filing or communication with the Commission, and to duly consider in good faith any comments consistent with this Agreement and any other reasonable comments of the Investors Investor and their its counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Rights Offering Registration Statement or suspending any SEC Transaction Documentsuch qualification, to use promptly its commercially reasonable best efforts to obtain its withdrawal. (iii) . The Company shall use its commercially reasonable best efforts to have the Rights Offering Registration Statement cleared or declared effective, as the case may be, effective by the Commission as promptly as practicable after it is filed with the Commissionsuch filing. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering, including Offering and the issuance and sale of the Offered Investor Shares (including the Investor Offered Shares and the Investor Over-Subscription Shares), and the other transactions contemplated by this Agreement, may Agreement will be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or “blue sky” Blue Sky laws. (iv) . If at any time prior to the Expiration DateTime, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify the Investors Investor of any such event and, subject to Section 5(a)(ii), and prepare an amendment or supplement to the Investor Investment Decision Package that is reasonably acceptable in form and substance to the Investor that will correct such statement or omission or effect such compliance.

Rights Offering Registration Statement. Indemnification by the Company. The Company agrees that in connection with the Rights Offering Registration Statement, the Company shall, and hereby does, indemnify and hold harmless the Indemnitees against any Losses to which such Indemnitee may become subject under the Securities Act or otherwise as a result of a Holder being a selling rights holder under the Rights Offering Registration Statement, insofar as such Losses arise out of or are based upon (i) On the date any untrue statement or alleged untrue statement of this Agreement, promptly following the execution hereof, the Company shall file with the Commission any material fact contained in the Rights Offering Registration Statement (under which such securities were registered under the date of such filingSecurities Act, the “Filing Date”). (ii) The Rights Offering Registration Statement filed with the Commission shall be consistent in all material respects with the last form of such document provided to the Investors and their counsel to review prior to the filing thereof. Without limiting the foregoingany preliminary prospectus, the Company shall (x) provide the Investors with a reasonable opportunity to review any SEC Transaction Document prior to its filing with the Commission and shall consider in good faith any comments of the Investors and their counsel; (y) advise the Investors promptly of the time when the Rights Offering Registration Statement has been filed and when the Rights Offering Registration Statement has become effective final prospectus or any other SEC Transaction Document has been filed and shall furnish the Investors with copies thereof; and (z) advise the Investors promptly after it receives notice of any comments or inquiries by the Commission (and promptly furnish the Investors with copies of any correspondence related thereto), of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, of the initiation or threatening of any proceeding for any such purposesummary prospectus contained therein, or of any request by the Commission for amending or supplementing any SEC Transaction Document or for additional information, and in each such case, provide the Investors with a reasonable opportunity to review any such comments, inquiries, request or other communication from the Commission and to review any responses thereto and any amendment or supplement thereto or (ii) any omission or alleged omission to any SEC Transaction Document before any filing or communication with the Commission, and to consider in good faith any comments of the Investors and their counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of any SEC Transaction Document, to use promptly its reasonable best efforts to obtain its withdrawal. (iii) The Company shall use its reasonable best efforts to have the Rights Offering Registration Statement cleared or declared effective, as the case may be, by the Commission as promptly as practicable after it is filed with the Commission. The Company shall take all action as may be necessary or advisable so that the Rights Offering, including the issuance of the Offered Shares (including the Investor Offered Shares and the Investor Over-Subscription Shares), and the other transactions contemplated by this Agreement, may be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or “blue sky” laws. (iv) If at any time prior to the Expiration Date, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of therein a material fact required to be stated therein or omit to state any material fact necessary in order to make the statements therein, therein in the light of the circumstances under in which they were made, made not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, and the Company will promptly notify the Investors of shall reimburse such Indemnitee for any reasonable legal or any other expenses reasonably incurred by them in connection with investigating or defending any such event and, subject Loss; provided that the Company shall not be liable in any such case to Section 5(a)(ii), prepare an amendment or supplement Indemnitee to the Investor Decision Package extent that will correct any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or effect alleged omission made in such complianceregistration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by or on behalf of such Indemnitee specifically stating that such information is for use in the preparation of such Rights Offering Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force regardless of any investigation made by or on behalf of any Indemnitee and shall survive the transfer of such securities by such seller.

Rights Offering Registration Statement. (i) On the date of this Agreement, promptly following the execution hereof, the Company shall file with the Commission the The Rights Offering Registration Statement (shall be filed by NFI with the date of such filing, SEC as provided in the “Filing Date”)Purchase Agreement. (ii) The form of the Rights Offering Registration Statement filed with the Commission SEC shall be substantially consistent in all material respects with the last form of such document provided to the Investors and their respective counsel to review prior to its filing with the filing thereofSEC. Without limiting the foregoing, the Company shall NFI shall: (xA) provide the Investors with a reasonable opportunity to review any SEC Transaction Document the Rights Offering Registration Statement if it is amended after the date hereof and prior to its filing with the Commission initial filing, and shall duly consider in good faith any comments of the Investors and their respective counsel; (yB) advise the Investors promptly of the time when the Rights Offering Registration Statement has been filed and or when the Rights Offering Registration Statement has become effective or any other SEC Transaction Document Rights Offering Prospectus or Rights Offering Prospectus supplement has been filed and shall furnish the Investors with copies thereof; and (zC) advise the Investors promptly after it receives notice of any comments or inquiries by the Commission SEC (and promptly furnish the Investors with copies of any correspondence related thereto), of the issuance by the Commission SEC of any stop order or of any order preventing or suspending the use of any SEC Transaction Documentthe Rights Offering Registration Statement, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission SEC for the amending or supplementing any SEC Transaction Document of the Rights Offering Registration Statement or for additional information, and in each such case, provide the Investors with a reasonable opportunity to review any such comments, inquiries, request or other communication from the Commission SEC and to review any responses thereto and any amendment or supplement to any SEC Transaction Document the Rights Offering Registration Statement before any filing or communication with the CommissionSEC, and to duly consider in good faith any comments consistent with this Agreement and any other reasonable comments of the Investors and their respective counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of the Rights Offering Registration Statement or suspending any SEC Transaction Documentsuch qualification, to use promptly its reasonable best efforts to obtain its withdrawal. (iii) The Company NFI shall use its reasonable best efforts to have the Rights Offering Registration Statement cleared or declared effective, as the case may be, effective by the Commission SEC as promptly as practicable after it is filed the filing thereof (but in no event prior to the filing with the CommissionSEC of NFI's Quarterly Report on Form 10Q for the quarterly period ended June 30, 2007). The Company NFI shall take all action as may be necessary or advisable so that the Rights Offering, including the issuance and sale of the Offered New Shares (including pursuant to the exercise of Rights, and the issuance and sale of the Investor Offered Shares and the Investor Over-Subscription Shares), and the other transactions contemplated by this Agreement, may Agreement will be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or “blue sky” Blue Sky laws. (iv) If at any time prior to the Expiration DateTime, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company NFI will promptly notify the Investors of any such event and, subject to Section 5(a)(ii), and prepare an amendment or supplement to the Investor Investment Decision Package that is reasonably acceptable in form and substance to the Investors that will correct such statement or omission or effect such compliance.