Common use of Securities Act Registration Clause in Contracts

Securities Act Registration. The parties acknowledge that the Company's registration statement on Form S-3 (Registration No. 333-70840) (including any post-effective amendments thereto, the "Registration Statement"), and a related prospectus (including any prospectus supplement filed pursuant to Rule 424(b) under the Securities Act, the "Prospectus") relating to the Covered Securities that are shares of Common Stock, has been filed with the Securities and Exchange Commission and has been declared effective under the Securities Act of 1933 (the "Securities Act"). The parties agree that the sale and purchase of Covered Securities pursuant to this Agreement, whether at the Initial Purchase or upon exercise of any Put Options or any Call Options, shall be effected under and pursuant to the Registration Statement, as the same may be amended or supplemented from time to time. In accordance therewith, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties shall deliver to each Buyer a copy of the Prospectus; provided, that any such delivery requirement may be satisfied by complying with The New York Stock Exchange's standards for listed companies with respect to prospectus delivery. If, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties are unable to deliver a copy of the Prospectus to the Buyers which meets the requirements of applicable securities laws, the Initial Purchase or exercise of a Put Option or Call Option, as applicable, shall nevertheless be consummated and the Buyers will receive securities that have not been registered under the Securities Act.

Securities Act Registration. The parties acknowledge that the Company's ’s registration statement on Form S-3 (Registration No. 333-70840) (including any post-effective amendments thereto, the "“Registration Statement"”), and a related prospectus (including any prospectus supplement filed pursuant to Rule 424(b) under the Securities Act, the "“Prospectus"”) relating to the Covered Securities that are shares of Common Stock, has been filed with the Securities and Exchange Commission and has been declared effective under the Securities Act of 1933 (the "“Securities Act"”). The parties agree that the sale and purchase of Covered Securities pursuant to this Agreement, whether at the Initial Purchase or upon exercise of any Put Options or any Call Options, shall be effected under and pursuant to the Registration Statement, as the same may be amended or supplemented from time to time. In accordance therewith, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties shall deliver to each Buyer a copy of the Prospectus; provided, that any such delivery requirement may be satisfied by complying with The New York Stock Exchange's ’s standards for listed companies with respect to prospectus delivery. If, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties are unable to deliver a copy of the Prospectus to the Buyers which meets the requirements of applicable securities laws, the Initial Purchase or exercise of a Put Option or Call Option, as applicable, shall nevertheless be consummated and the Buyers will receive securities that have not been registered under the Securities Act.

Securities Act Registration. The parties acknowledge that the Company's registration statement on Form S-3 (Registration No. 333-70840) (including any post-effective amendments thereto, the "Registration Statement"), and a related prospectus (including any prospectus supplement filed pursuant to Rule 424(b) under the Securities Act, the "Prospectus") relating to the Covered Securities that are shares of Common Stock, has been filed with the Securities and Exchange Commission and has been declared effective under the Securities Act of 1933 (the "Securities Act"). The parties agree that the sale and purchase of Covered Securities pursuant to this Agreement, whether at the Initial Purchase or upon exercise of any Put Options or any Call Options, shall be effected under and pursuant to the Registration Statement, as the same may be amended or supplemented from time to time. In accordance therewith, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties shall deliver to each Buyer a copy of the Prospectus; provided, that any such delivery requirement may be satisfied by complying with The New York Stock Exchange's standards for listed companies with respect to prospectus delivery. If, at the Initial Purchase and each exercise of a Put Option or Call Option, the H&Q Parties are unable to deliver a copy of the Prospectus to the Buyers which meets the requirements of applicable securities laws, the Initial Purchase or exercise of a Put Option or Call Option, as applicable, shall nevertheless be consummated and the Buyers will receive securities that have not been registered under the Securities Act. 12.