Common use of Terms and Conditions of Registration or Qualification Clause in Contracts

Terms and Conditions of Registration or Qualification. In connection with any registration statement filed pursuant to Section 11(a) hereof, the following provisions shall apply: (i) If the managing underwriter advises that the inclusion in such registration or qualification of some or all of the Company Stock sought to be registered exceeds the number (the "Saleable Number") that can be sold in an orderly fashion without a substantial risk that the price per share to be derived from such registration will be materially and adversely affected, then the number of shares of Company Stock offered shall be limited to the Saleable Number and shall be allocated as follows: (1) first, all the Company Stock the Company proposes to register and (2) second, the difference between the Saleable Number and the number of shares allocated among all other selling Shareholders pro rata on the basis of the relative number of shares of Common Stock offered for sale by each such Stockholder. (ii) The Optionee will promptly provide the Company with such information as the Company shall reasonably request in order to prepare any such registration statement filed pursuant to this Section 11 and, upon the Company's request, Optionee shall provide such information in writing and signed and stated to be specifically for inclusion in the registration statement. In the event that the distribution of the Company Stock covered by the registration statement shall be effected by means of an underwriting, the right of Optionee to include its Company Stock in such registration shall be conditioned on such holder's execution and delivery of a customary underwriting agreement, custody agreement, selling stockholder power of attorney and similar agreements with respect thereto; provided, however, that except with respect to information concerning such holder and such holder's intended manner of distribution of the Company Stock, Optionee shall not be required to make any representations or warranties in such agreement as a condition to the inclusion of its Company Stock in such registration.

Terms and Conditions of Registration or Qualification. In connection with any registration statement filed pursuant to Section 11(a) Sections 1.1 or 1.2 hereof, the following provisions shall apply:. (a) The obligations of the Company to use its reasonable best efforts to cause the registration of Shares under the Securities Act are subject to the limitation, condition and qualification that the Company shall be entitled to postpone for a reasonable period of time (but not exceeding 90 days in any one year period) the filing of any registration statement otherwise required to be filed by it if the Company in good faith determines that such registration and offering would (i) interfere with any financing, acquisition, corporate reorganization or other material transaction or event involving the Company or any of its subsidiaries or (ii) require premature disclosure thereof or of conditions, circumstances or events affecting the Company or the Company's industry which are not yet fully developed or ripe for disclosure, in which event the Company shall promptly give the securityholders requesting registration thereof written notice of such determination and an approximation of the anticipated delay. If the Company shall so postpone the filing of a registration statement, the Purchasers shall have the right to withdraw the request for registration by giving written notice to the Company within 15 days after receipt of the notice of postponement and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which Purchasers are entitled under this Agreement. (b) If the managing underwriter advises that the inclusion in such registration or qualification of some or all of the Company Stock Shares sought to be registered exceeds the number (the "Saleable Number") that can be sold in an orderly fashion or without a substantial risk that adversely affecting the price per share to be derived from such registration will be materially and adversely affectedoffering, then the number of shares of Company Stock Shares offered shall be limited to the Saleable Number and shall be allocated as follows: (i) If such registration is being effected pursuant to a Piggyback Registration under Section 1.2, (1) first, all the Company Stock Shares the Company (or in the exercise of demand registration rights, the selling stockholder(s) exercising such rights) proposes to register and and (2) second, the difference between the Saleable Number and the number of shares to be included pursuant to clause (1) above, allocated among all other selling Shareholders first to the Purchasers pro rata on the basis of the relative number of shares Shares offered for sale by each Purchaser; and (ii) if such registration is being effected pursuant to a Demand Registration other than in connection with the first public offering after the date of this Agreement of Common Stock of the Company, (1) first, the entire Saleable Number allocated first to the Purchasers on the basis of the relative number of Shares offered for sale by Purchasers, and then among all other selling securityholders pro rata on the basis of the relative number of Shares offered for sale by each such Stockholdersecurityholder and (2) second, the difference (if positive) between the Saleable Number and the number to be included pursuant to clause (1) above, allocated to the Company; (iii) if such registration is being effected pursuant to a Demand Registration pursuant to Section 1.1 and would be the first public offering of Common Stock after the date of this Agreement and the Company wishes to sell, for its own account, shares of Common Stock in such offering, then the Saleable Number shall be allocated to the Purchasers, on one hand, and the Company, on the other hand, equally, to the extent of the number of Shares offered by the Purchasers. (iic) The Optionee Purchasers will promptly provide the Company with such information as the Company shall reasonably request in order to prepare any such registration statement filed pursuant to this Section 11 and, upon the Company's request, Optionee each Purchaser shall provide such information in writing and signed by such Purchaser and stated to be specifically for inclusion in the registration statement. In the event that the distribution of the Company Stock Shares covered by the registration statement shall be effected by means of an underwriting, the right of Optionee any Purchaser to include its Company Stock Shares in such registration shall be conditioned on such holderPurchaser's execution and delivery of a customary underwriting agreement, custody agreement, selling stockholder power of attorney and similar agreements agreement with respect thereto; provided, however, that except with respect to information concerning such holder and such holderPurchaser's intended manner of distribution of the Company StockShares, Optionee no Purchaser shall not be required as a Purchaser exercising registration rights to make any representations or warranties in such agreement as a condition to the inclusion of its Company Stock Shares in such registration. (d) The Company shall bear all expenses in connection with the preparation of any registration statement filed pursuant to Section 1.1, including the fees and disbursements of one counsel for Purchasers. (e) The Company shall bear all expenses in connection with the preparation of any registration statement filed pursuant to Section 1.2, excluding (A) the fees and disbursements of counsel for Purchasers, and (B) the underwriting fees, discounts or commissions with respect to Shares of Purchasers, which shall be borne by Purchasers. (f) Following the effective date of such registration statement, the Company shall, upon the request of Purchasers, forthwith supply such number of prospectuses (including preliminary prospectuses and amendments and supplements thereto) meeting the requirements of the Securities Act or such other securities laws where the registration statement or prospectus has been filed and such other documents as are referred to in the registration statement as shall be requested by Purchasers to permit such Purchasers to make a public distribution of their Shares, provided that Purchasers furnish the Company with such appropriate information relating to such Purchasers' intentions in connection therewith as the Company shall reasonably request in writing. (g) The Company shall prepare and file such amendments and supplements to such registration statement as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act or such other securities laws where the registration statement has been filed with respect to the offer and sale or other disposition of the shares covered by such registration statement during the period required for distribution of the Shares, which period shall not be in excess of six (6) months from the effective date of such registration statement. (h) The Company shall use its reasonable best efforts to register or qualify the Shares of Purchasers covered by any such registration statement under such securities or Blue Sky laws in such jurisdictions as Purchasers may reasonably request; provided, however, that the Company shall not be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified in order to comply with such request. (i) In connection with any registration pursuant to Sections 1.1 and 1.2, the Company will as expeditiously as possible: (A) cause the Shares 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 Purchasers to consummate the disposition of such Shares; (B) notify each Purchaser at any time of the happening of any event as a result of which the prospectus included in such registration statement contains 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, and the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the Purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (C) cause all Shares covered by the registration statement to be listed on each securities exchange on which similar securities issued by the Company are then listed and, unless the same already exists, provide a transfer agent, registrar and CUSIP number for all such Shares not later than the effective date of the registration statement; (D) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as Purchasers or the underwriters retained by such holders, if any, reasonably request in order to expedite or facilitate the disposition of such Shares; (E) make available for inspection by any Purchaser, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such registration statement, provided that such Inspectors shall have first executed and delivered to the Company a confidentiality agreement in customary form protecting the confidentiality of such information; (F) obtain "cold comfort" letters and updates thereof from the Company's independent public accountants and an opinion from the Company's counsel in customary form and covering such matters of the type customarily covered by "cold comfort" letters and opinion of counsel, respectively, as Purchasers may reasonably request; and (G) otherwise comply with all applicable rules and regulations of the Commission, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. (j) Each Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 1.3(i)(B), such holder will forthwith discontinue disposition of its Shares pursuant to the registration statement covering such Shares until such Purchaser's receipt of the copies of the supplemented or amended prospectus contemplated by such Section 1.3(i)(B) and, if so directed by the Company, such Purchaser will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Purchaser's possession, of the prospectus covering such Shares current at the time of receipt of such notice. (k) Each Purchaser agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any Shares of Common Stock, and not to effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company in each case, other than as part of an offering made pursuant to a registration statement filed and affected by this Agreement during the 15 days prior to, and during the 90-day period (or such longer period as each Purchaser agrees with the underwriter of such offering) beginning on the effective date of such registration statement (except as part of such registration) provided that each Purchaser has received written notice of such registration at least 15 days prior to such effective date.

Terms and Conditions of Registration or Qualification. In connection with any registration statement filed pursuant to Section 11(a) Sections 1.1 or 1.2 hereof, the following provisions shall apply:. (a) The obligations of the Company to use its reasonable best efforts to cause the registration of Shares under the Securities Act are subject to the limitation, condition and qualification that the Company shall be entitled to postpone for a reasonable period of time (but not exceeding 90 days in any one year period) the filing of any registration statement otherwise required to be filed by it if the Company in good faith determines that such registration and offering would (i) interfere with any financing, acquisition, corporate reorganization or other material transaction or event involving the Company or any of its subsidiaries or (ii) require premature disclosure thereof or of conditions, circumstances or events affecting the Company or the Company’s industry which are not yet fully developed or ripe for disclosure, in which event the Company shall promptly give the Purchasers requesting registration thereof written notice of such determination and an approximation of the anticipated delay. If the Company shall so postpone the filing of a registration statement, the Purchasers shall have the right to withdraw the request for registration by giving written notice to the Company within 30 days after receipt of the notice of postponement and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which Purchasers are entitled under this Agreement. (b) If the managing underwriter advises that the inclusion in such registration or qualification of some or all of the Company Stock Shares sought to be registered exceeds the number (the "“Saleable Number"”) that can be sold in an orderly fashion or without a substantial risk that adversely affecting the price per share to be derived from such registration will be materially and adversely affectedoffering, then the number of shares of Company Stock Shares offered shall be limited to the Saleable Number and shall be allocated as follows: (1i) If such registration is being effected pursuant to a Piggyback Registration under Section 1.2, (A) first, all the Company Stock Shares the Company (or in the exercise of demand registration rights, the selling stockholder(s) exercising such rights) proposes to register and and (2B) second, the difference between the Saleable Number and the number of shares to be included pursuant to clause (A) above, allocated among all other selling Shareholders to the Purchasers pro rata on the basis of the relative number of shares Shares offered for sale by each Purchaser; and (ii) if such registration is being effected pursuant to a Demand Registration other than in connection with the first public offering after the date of this Agreement of Common Stock of the Company, (A) first, the entire Saleable Number allocated first to the Purchasers on the basis of the relative number of Shares offered for sale by Purchasers, and then among all other selling securityholders pro rata on the basis of the relative number of Shares offered for sale by each such Stockholdersecurityholder and (B) second, the difference (if positive) between the Saleable Number and the number to be included pursuant to clause (A) above, allocated to the Company. (iic) The Optionee Purchasers will promptly provide the Company with such information as the Company shall reasonably request in order to prepare any such registration statement filed pursuant to this Section 11 and, upon the Company's ’s request, Optionee each Purchaser shall provide such information in writing and signed by such Purchaser and stated to be specifically for inclusion in the registration statement. In the event that the distribution of the Company Stock Shares covered by the registration statement shall be effected by means of an underwriting, the right of Optionee any Purchaser to include its Company Stock Shares in such registration shall be conditioned on such holder's Purchaser’s execution and delivery of a customary underwriting agreement, custody agreement, selling stockholder power of attorney and similar agreements agreement with respect thereto; provided, however, that except with respect to information concerning such holder and such holder's Purchaser’s intended manner of distribution of the Company StockShares, Optionee no Purchaser shall not be required (as a Purchaser exercising registration rights) to make any representations or warranties in such agreement as a condition to the inclusion of its Company Stock Shares in such registration. (d) The Company shall bear all expenses in connection with the preparation of any registration statement filed pursuant to Section 1.1, including the fees and disbursements of one counsel for Purchasers. (e) The Company shall bear all expenses in connection with the preparation of any registration statement filed pursuant to Section 1.2, excluding (i) the fees and disbursements of counsel for Purchasers, and (ii) the underwriting fees, discounts or commissions with respect to Shares of Purchasers, which shall be borne by Purchasers. (f) Following the effective date of such registration statement, the Company shall, upon the request of Purchasers, forthwith supply such number of prospectuses (including preliminary prospectuses and amendments and supplements thereto) meeting the requirements of the Securities Act or such other securities laws where the registration statement or prospectus has been filed and such other documents as are referred to in the registration statement as shall be requested by Purchasers to permit such Purchasers to make a public distribution of their Shares, provided that Purchasers furnish the Company with such appropriate information relating to such Purchasers’ intentions in connection therewith as the Company shall reasonably request in writing. (g) The Company shall prepare and file such amendments and supplements to such registration statement as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act or such other securities laws where the registration statement has been filed with respect to the offer and sale or other disposition of the shares covered by such registration statement during the period required for distribution of the Shares, which period shall not be in excess of nine (9) months from the effective date of such registration statement. (h) The Company shall use its reasonable best efforts to register or qualify the Shares of Purchasers covered by any such registration statement under such securities or Blue Sky laws in such jurisdictions as Purchasers may reasonably request; provided, however, that the Company shall not be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified in order to comply with such request. (i) In connection with any registration pursuant to Sections 1.1 and 1.2, the Company will as expeditiously as possible: (A) cause the Shares 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 Purchasers to consummate the disposition of such Shares; (B) notify each Purchaser at any time of the happening of any event as a result of which the prospectus included in such registration statement contains 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, and the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the Purchasers of such Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (C) cause all Shares covered by the registration statement to be listed on each securities exchange on which similar securities issued by the Company are then listed and, unless the same already exists, provide a transfer agent, registrar and CUSIP number for all such Shares not later than the effective date of the registration statement; (D) enter into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Purchasers or the underwriters retained by such Purchasers, if any, reasonably request in order to expedite or facilitate the disposition of such Shares; (E) make available for inspection by any Purchaser, any underwriter participating in any disposition pursuant to such registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such registration statement, provided that such Inspectors shall have first executed and delivered to the Company a confidentiality agreement in customary form protecting the confidentiality of such information; (F) obtain “cold comfort” letters and updates thereof from the Company’s independent public accountants and an opinion from the Company’s counsel in customary form and covering such matters of the type customarily covered by “cold comfort” letters and opinion of counsel, respectively, as Purchasers may reasonably request; and (G) otherwise comply with all applicable rules and regulations of the Commission, and make available to the Purchasers, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. (j) Each Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 1.3(i)(B), such holder will forthwith discontinue disposition of its Shares pursuant to the registration statement covering such Shares until such Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by such Section 1.3(i)(B) and, if so directed by the Company, such Purchaser will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Purchaser’s possession, of the prospectus covering such Shares current at the time of receipt of such notice.