Common use of The Company Covenants Clause in Contracts

The Company Covenants. a. In the event of a registration pursuant to the provisions of Sections 5 or 6, the Company shall use all reasonable efforts to cause the Warrant Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Registered Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 7.a. in which it is not otherwise required to qualify to do business. b. The Company shall notify the Registered Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. c. The Company shall advise the Registered Holder, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose, and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. d. The Company shall promptly notify the Registered Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, as then in effect, would include 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 in the light of the circumstances then existing, and at the reasonable request of each Registered Holder prepare and furnish to them such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Warrant Shares or securities, 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. e. If requested by the underwriter for any underwritten offering of Warrant Shares on behalf of the Registered Holder pursuant to a registration requested under Sections 5 or 6, the Company and the Registered Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Registered Holder, and the underwriter, and such agreement shall contain such representations and warranties by the Company and each Registered Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided in Section 8. To the extent requested by the underwriter, the Registered Holder agrees not to sell or otherwise transfer or dispose of any Warrant Shares held by it during the period commencing on its receipt of written notice from the Company of such underwritten public offering and ending 180 days following the effective date of a registration statement of the Company filed under the Act in connection with such firmly underwritten public offering of the Company's Common Stock, provided that all executive officers and directors of the Company enter into similar agreements.

The Company Covenants. a. (a) The Company's obligations pursuant to Sections 1 and 2 hereof shall continue for three years after the Closing Date or until all Registrable Securities have been sold, whichever event occurs first. (b) In the event of a registration pursuant to the provisions of Sections 5 or 61 and 2, the Company shall use all reasonable efforts to cause the Warrant Shares Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Registered Holder Investor may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 7.a. 3(b) in which it is not otherwise required to qualify to do business. b. (c) The Company shall notify the Registered Holder Investor promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. c. (d) The Company shall advise the Registered HolderInvestor, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose, and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. d. (e) The Company shall promptly notify the Registered Holdereach Investor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, as then in effect, would include 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 in the light of the circumstances then existing, and at the reasonable request of each Registered Holder Investor prepare and furnish to them such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Warrant Shares Registrable Securities or securities, 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 the light of the circumstances under which they were made. e. (f) If requested by the underwriter for any underwritten offering of Warrant Shares Registrable Securities on behalf of the Registered Holder Investor pursuant to a registration requested under Sections 5 or 61 and 2, the Company and the Registered Holder each Investor will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company and the Company's counsel, the Registered Holdereach Investor, and the underwriter, and such agreement shall contain such representations and warranties by the Company and each Registered Holder Investor and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided in Section 8. To the extent requested by the underwriter, the Registered Holder agrees not to sell or otherwise transfer or dispose of any Warrant Shares held by it during the period commencing on its receipt of written notice from the Company of such underwritten public offering and ending 180 days following the effective date of a registration statement of the Company filed under the Act in connection with such firmly underwritten public offering of the Company's Common Stock, provided that all executive officers and directors of the Company enter into similar agreements4.

The Company Covenants. a. In the event of a registration pursuant to the provisions of Sections 5 or 65, the Company shall use all reasonable efforts to cause the Warrant Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Registered Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 7.a. in which it is not otherwise required to qualify to do business. b. The Company shall notify the Registered Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. c. The Company shall advise the Registered Holder, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose, and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. d. The Company shall promptly notify the Registered Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, as then in effect, would include 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 in the light of the circumstances then existing, and at the reasonable request of each Registered Holder prepare and furnish to them such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Warrant Shares or securities, 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. e. If requested by the underwriter for any underwritten offering of Warrant Shares on behalf of the Registered Holder pursuant to a registration requested under Sections 5 or 65, the Company and the Registered Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Registered Holder, and the underwriter, and such agreement shall contain such representations and warranties by the Company and each Registered Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided in Section 8. To the extent requested by the underwriter, the Registered Holder agrees not to sell or otherwise transfer or dispose of any Warrant Shares held by it during the period commencing on its receipt of written notice from the Company of such underwritten public offering and ending 180 days following the effective date of a registration statement of the Company filed under the Act in connection with such firmly underwritten public offering of the Company's Common Stock, provided that all executive officers and directors of the Company enter into similar agreements.

The Company Covenants. a. (a) The Company's obligations pursuant to Sections 1 and 2 hereof shall continue for two years after the Closing Date or until all Registrable Securities have been sold, whichever event occurs first. (b) In the event of a registration pursuant to the provisions of Sections 5 or 61 and 2, the Company shall use all reasonable efforts to cause the Warrant Shares Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Registered Holder Investor may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 7.a. 3(b) in which it is not otherwise required to qualify quality to do business. b. (c) The Company shall notify the Registered Holder Investor promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. c. (d) The Company shall advise the Registered HolderInvestor, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose, and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. d. (e) The Company shall promptly notify the Registered HolderInvestor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, as then in effect, would include 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 in the light of the circumstances then existing, and at the reasonable request of each Registered Holder the Investor prepare and furnish to them such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Warrant Shares Registrable Securities or securities, 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 the light of the circumstances under which they were made. e. (f) If requested by the underwriter for any underwritten offering of Warrant Shares Registrable Securities on behalf of the Registered Holder Investor pursuant to a registration requested under Sections 5 or 61 and 2, the Company and the Registered Holder Investor will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company and the Company's counsel, the Registered HolderInvestor, and the underwriter, and such agreement shall contain such representations and warranties by the Company and each Registered Holder the Investor and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided in Section 8. To the extent requested by the underwriter, the Registered Holder agrees not to sell or otherwise transfer or dispose of any Warrant Shares held by it during the period commencing on its receipt of written notice from the Company of such underwritten public offering and ending 180 days following the effective date of a registration statement of the Company filed under the Act in connection with such firmly underwritten public offering of the Company's Common Stock, provided that all executive officers and directors of the Company enter into similar agreements4.

The Company Covenants. a. (a) The Company's obligations pursuant to Sections 1 and 2 hereof shall continue for five years after the Closing Date or until all Warrant Shares have been sold, whichever event occurs first. (b) In the event of a registration pursuant to the provisions of Sections 5 or and 6, the Company shall use all reasonable efforts to cause the Warrant Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Registered Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 7.a. 7(b) in which it is not otherwise required to qualify to do business. b. (c) The Company shall notify the Registered Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. c. (d) The Company shall advise the Registered Holder, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose, and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. d. (e) The Company shall promptly notify the Registered Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, as then in effect, would include 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 in the light of the circumstances then existing, and at the reasonable request of each Registered Holder Investor prepare and furnish to them such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Warrant Shares or securities, 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 the light of the circumstances under which they were made. e. (f) If requested by the underwriter for any underwritten offering of Warrant Shares on behalf of the Registered Holder pursuant to a registration requested under Sections 5 or and 6, the Company and the Registered Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company and the Company's counsel, the Registered Holder, and the underwriter, and such agreement shall contain such representations and warranties by the Company and each Registered Holder Investor and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided in Section 8. To the extent requested by the underwriter, the Registered Holder agrees not to sell or otherwise transfer or dispose of any Warrant Shares held by it during the period commencing on its receipt of written notice from the Company of such underwritten public offering and ending 180 days following the effective date of a registration statement of the Company filed under the Act in connection with such firmly underwritten public offering of the Company's Common Stock, provided that all executive officers and directors of the Company enter into similar agreements.

The Company Covenants. a. In (a) The Company shall furnish to the event Investors such number of copies of a registration pursuant prospectus in conformity with the requirements of the Securities Act, and such other documents as may reasonably be requested in order to facilitate the provisions disposition of Sections 5 or 6, the Registrable Securities owned by the Investors. (b) The Company shall use all reasonable efforts to cause the Warrant Shares Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Registered Holder Investors may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 7.a. 2(b) in which it is not otherwise required to qualify to do business. b. (c) The Company shall notify the Registered Holder Investors promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. c. (d) The Company shall advise the Registered HolderInvestors, promptly after it shall receive notice or obtain knowledge knowledge, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, statement or the initiation or threatening of any proceeding for that purpose, and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should shall be issued. d. (e) The Company shall promptly notify the Registered Holdereach Investor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, as then in effect, would include 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 in the light of the circumstances then existing, and at the reasonable request of each Registered Holder Investor prepare and furnish to them such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees and purchasers of such Warrant Shares Registrable Securities or securities, 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 the light of the circumstances under which they were made. e. If requested by the underwriter for any underwritten offering of Warrant Shares on behalf of the Registered Holder pursuant to a registration requested under Sections 5 or 6, the (f) The Company and the Registered Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Registered Holder, and the underwriter, and such agreement shall contain such representations and warranties pay all expenses incurred by the Company and each Registered Holder and such other terms and provisions as are customarily contained in an underwriting agreement complying with respect to secondary distributions solely by selling stockholdersSection 1 hereof, including, without limitation, indemnities substantially all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company and one counsel for the Investors (the amount of counsel fees for the Investors (as selected by The Tail Wind Fund) relating to such registration shall be up to $10,000), blue sky fees and expenses, and the effect expense of any special audits incident to or required by any such registration, but excluding all underwriting discounts and to brokerage commissions, if any, payable in respect of the extent provided in Section 8. To the extent requested Registrable Securities sold by the underwriter, the Registered Holder agrees not to sell or otherwise transfer or dispose of any Warrant Shares held by it during the period commencing on its receipt of written notice from the Company of such underwritten public offering and ending 180 days following the effective date of a registration statement of the Company filed under the Act in connection with such firmly underwritten public offering of the Company's Common Stock, provided that all executive officers and directors of the Company enter into similar agreementsInvestors.

The Company Covenants. a. In (a) The Company shall furnish to the event Investors such number of copies of a registration pursuant prospectus in conformity with the requirements of the Securities Act, and such other documents as may reasonably be requested in order to facilitate the provisions disposition of Sections 5 or 6, the Registrable Securities owned by the Investors. (b) The Company shall use all reasonable efforts to cause the Warrant Shares Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Registered Holder Investors may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 7.a. 2(b) in which it is not otherwise required to qualify to do business. b. (c) The Company shall notify the Registered Holder Investors promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. c. (d) The Company shall advise the Registered HolderInvestors, promptly after it shall receive notice or obtain knowledge knowledge, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, statement or the initiation or threatening of any proceeding for that purpose, and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. d. (e) The Company shall promptly notify the Registered Holdereach Investor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, as then in effect, would include 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 in the light of the circumstances then existing, and at the reasonable request of each Registered Holder Investor prepare and furnish to them such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees and purchasers of such Warrant Shares Registrable Securities or securities, 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 the light of the circumstances under which they were made. e. If requested by the underwriter for any underwritten offering of Warrant Shares on behalf of the Registered Holder pursuant to a registration requested under Sections 5 or 6, the (f) The Company and the Registered Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Registered Holder, and the underwriter, and such agreement shall contain such representations and warranties pay all expenses incurred by the Company and each Registered Holder and such other terms and provisions as are customarily contained in an underwriting agreement complying with respect to secondary distributions solely by selling stockholdersSection 1 hereof, including, without limitation, indemnities substantially all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company and one counsel for the Investors (the amount of counsel fees for the Investors relating to such registration shall be up to $10,000), blue sky fees and expenses, and the effect expense of any special audits incident to or required by any such registration, but excluding all underwriting discounts and to brokerage commissions, if any, payable in respect of the extent provided in Section 8. To the extent requested Registrable Securities sold by the underwriter, the Registered Holder agrees not to sell or otherwise transfer or dispose of any Warrant Shares held by it during the period commencing on its receipt of written notice from the Company of such underwritten public offering and ending 180 days following the effective date of a registration statement of the Company filed under the Act in connection with such firmly underwritten public offering of the Company's Common Stock, provided that all executive officers and directors of the Company enter into similar agreementsInvestors.

The Company Covenants. a. In (a) The Company shall furnish to the event Investor such number of copies of a registration pursuant prospectus in conformity with the requirements of the Securities Act, and such other documents as may reasonably be requested in order to facilitate the provisions disposition of Sections 5 or 6, the Registrable Securities owned by the Investor. (b) The Company shall use all reasonable efforts to cause the Warrant Shares Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Registered Holder Investor may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 7.a. 2(b) in which it is not otherwise required to qualify to do business. b. (c) The Company shall notify the Registered Holder Investor promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. c. (d) The Company shall advise the Registered HolderInvestor, promptly after it shall receive notice or obtain knowledge knowledge, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, statement or the initiation or threatening of any proceeding for that purpose, and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should shall be issued. d. (e) The Company shall promptly notify the Registered HolderInvestor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, as then in effect, would include 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 in the light of the circumstances then existing, and at the reasonable request of each Registered Holder Investor prepare and furnish to them such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees and purchasers of such Warrant Shares Registrable Securities or securities, 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.or e. If requested by the underwriter for any underwritten offering of Warrant Shares on behalf of the Registered Holder pursuant to a registration requested under Sections 5 or 6, the (f) The Company and the Registered Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Registered Holder, and the underwriter, and such agreement shall contain such representations and warranties pay all expenses incurred by the Company and each Registered Holder and such other terms and provisions as are customarily contained in an underwriting agreement complying with respect to secondary distributions solely by selling stockholdersSection 1 hereof, including, without limitation, indemnities substantially all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company and one counsel for the Investor (the amount of counsel fees for the Investor relating to such registration shall be up to $10,000), blue sky fees and expenses, and the effect expense of any special audits incident to or required by any such registration, but excluding all underwriting discounts and to brokerage commissions, if any, payable in respect of the extent provided in Section 8. To the extent requested Registrable Securities sold by the underwriter, the Registered Holder agrees not to sell or otherwise transfer or dispose of any Warrant Shares held by it during the period commencing on its receipt of written notice from the Company of such underwritten public offering and ending 180 days following the effective date of a registration statement of the Company filed under the Act in connection with such firmly underwritten public offering of the Company's Common Stock, provided that all executive officers and directors of the Company enter into similar agreementsInvestor.

The Company Covenants. a. In (a) The Company shall furnish to the event Investors such number of copies of a registration pursuant prospectus in conformity with the requirements of the Securities Act, and such other documents as may reasonably be requested in order to facilitate the provisions disposition of Sections 5 or 6, the Registrable Shares owned by the Investors. (b) The Company shall use all reasonable efforts to cause the Warrant Shares Registrable Securities so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Registered Holder Investors may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this Section 7.a. 2(b) in which it is not otherwise required to qualify to do business. b. (c) The Company shall notify the Registered Holder Investors promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. c. (d) The Company shall advise the Registered HolderInvestors, promptly after it shall receive notice or obtain knowledge knowledge, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, statement or the initiation or threatening of any proceeding for that purpose, and promptly use all reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. d. (e) The Company shall promptly notify the Registered Holdereach Investor, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, as then in effect, would include 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 in the light of the circumstances then existing, and at the reasonable request of each Registered Holder Investor prepare and furnish to them such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees and purchasers of such Warrant Shares Registrable Securities or securities, 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 the light of the circumstances under which they were made. e. If requested by the underwriter for any underwritten offering of Warrant Shares on behalf of the Registered Holder pursuant to a registration requested under Sections 5 or 6, the (f) The Company and the Registered Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Registered Holder, and the underwriter, and such agreement shall contain such representations and warranties pay all expenses incurred by the Company and each Registered Holder and such other terms and provisions as are customarily contained in an underwriting agreement complying with respect to secondary distributions solely by selling stockholdersSection 1 hereof, including, without limitation, indemnities substantially all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company and one counsel for the Investors (the amount of counsel fees for the Investors relating to such registration shall be $10,000), blue sky fees and expenses, and the effect expense of any special audits incident to or required by any such registration, but excluding all underwriting discounts and to brokerage commissions, if any, payable in respect of the extent provided in Section 8. To the extent requested Registrable Securities sold by the underwriter, the Registered Holder agrees not to sell or otherwise transfer or dispose of any Warrant Shares held by it during the period commencing on its receipt of written notice from the Company of such underwritten public offering and ending 180 days following the effective date of a registration statement of the Company filed under the Act in connection with such firmly underwritten public offering of the Company's Common Stock, provided that all executive officers and directors of the Company enter into similar agreementsInvestors.