Common use of The Company shall Clause in Contracts

The Company shall. (a) Subject to the provisions of Section 5(c) below, use commercially reasonable efforts to prepare and file with the Commission within 120 days of the Closing a registration statement (the "REGISTRATION STATEMENT") to enable the public offering and sale of the Investor Shares by the Investor from time to time through the over-the-counter market or in privately-negotiated transactions or otherwise. (b) Use commercially reasonable efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to become effective as promptly as practicable after filing thereof. (c) Promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second anniversary of the Closing, or such shorter period which will terminate on the earlier of the date when (i) the Shares held by the Investor may be sold without registration under the Securities Act or (ii) all of the Shares covered by such Registration Statement have been sold pursuant to such Registration Statement or otherwise. (d) Promptly furnish to the Investor with respect to the Investor Shares registered under the Registration Statement (and to each underwriter, if any, of such Investor Shares) such number of copies of the Registration Statement and any amendment or supplement thereto and of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act. (e) Promptly file documents required of the Company for customary "blue sky" clearance in states specified in writing by the Investor and reasonably required by the Investor in order to resell its Investor Shares; PROVIDED, HOWEVER, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (f) Promptly inform the Investor when any stop order by the Commission has been issued with respect to the Investor Shares and use commercially reasonable efforts to promptly cause such stop order to be withdrawn. (g) Take such other actions as may reasonably be necessary to effect the registration of the resale of the Investor Shares in accordance with the terms of this Agreement and to allow such Investor Shares to trade in the same market system or exchange where the Company's Common Stock then trades. (h) File the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), all to the extent required from time to time to enable the Investor to sell Investor Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission; PROVIDED, HOWEVER, that nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to the Registration Statement to be completed by the Investor is attached hereto as ANNEX IV.

The Company shall. (ai) Subject to the provisions of Section 5(c) below, use commercially reasonable efforts to prepare and file with the Commission within 120 days a Registration Statement on any form that may be utilized by the Company and that shall permit the disposition of the Closing a registration statement Registrable Shares in accordance with the intended method or methods thereof, as specified in writing by the Manager; (ii) before filing any Registration Statement or related Prospectus or any amendments or supplements thereto with the "REGISTRATION STATEMENT"Commission, furnish to the Manager copies of all such documents proposed to be filed and reflect in each such document, when so filed with the Commission, such comments as the Manager reasonably shall propose within five (5) to enable the public offering and sale Business Days of the Investor Shares by delivery of such copies to the Investor from time to time through the over-the-counter market or in privately-negotiated transactions or otherwise.Manager; (biii) Use commercially reasonable efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to become effective as promptly as practicable after filing thereof. (cA) Promptly prepare and file with the Commission such amendments and post-effective amendments to any Registration Statement and file with the Commission any other required document that may be necessary to keep such Registration Statement continuously effective until the expiration of the Effective Period, subject to Section 4.2, (B) cause the related Prospectus to be supplemented by any required Prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act, and (C) comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Registrable Shares covered by a Registration Statement during the Effective Period in accordance with the intended methods of disposition by the Manager set forth in a Registration Statement as so amended or such Prospectus as so supplemented; (iv) promptly notify the Manager (A) when each Registration Statement or the Prospectus included therein, or any amendment or supplement to the Prospectus or post-effective amendment, has been filed with the Commission, and, with respect to each Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request, following the effectiveness of each Registration Statement, by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or the initiation or written threat of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose, (E) of the occurrence of (but not the nature of or details concerning) any event or the existence of any fact (a “Material Event”) as a result of which any Registration Statement shall contain any 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 or any Prospectus shall contain any 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, in the light of the circumstances under which they were made, not misleading (provided, however, that no notice by the Company shall be required pursuant to this clause (E) in the event that the Company either promptly files a Prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into a Registration Statement, which, in either case, contains the requisite information with respect to such Material Event that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading), (F) of the determination by the Company that a post-effective amendment to a Registration Statement will be filed with the Commission, which notice may, at the discretion of the Company (or as required pursuant to Section 4.2), state that it constitutes a Deferral Notice, in which event the provisions of Section 4.2 shall apply or (G) at any time during which a Prospectus is required to be delivered under the Securities Act, that a Registration Statement, Prospectus, Prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder; (v) prior to any public offering of the Registrable Shares pursuant to a Registration Statement, use its best efforts to register or qualify or cooperate with the Manager in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Shares for offer and sale under the securities or “blue sky” laws of such jurisdictions within the United States as the Manager reasonably requests in writing (which request may be included in the Notice and Questionnaire); (vi) prior to any public offering of the Registrable Shares pursuant to a Registration Statement, use its best efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effective Period in connection with the Manager’s offer and sale of Registrable Shares pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of such Registrable Shares in the manner set forth in the Registration Statement and the prospectus used related Prospectus; provided that the Company will not be required to (A) qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it would not otherwise be required to qualify but for this Agreement, (B) take any action that would subject it to general service of process in suits or to taxation in any such jurisdiction in which it is not then so subject, or (C) become subject to the reporting requirements of such jurisdiction; (vii) use its best efforts to prevent the issuance of and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or any post-effective amendment thereto, and to lift any suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction in which they have been qualified for sale, in each case at the earliest practicable date; (viii) upon reasonable notice, for a reasonable period prior to the filing of a Registration Statement, and throughout the applicable Effective Period, make available at reasonable times at the Company’s principal place of business or such other reasonable place for inspection by a representative of any underwriter, placement agent or counsel appointed by the Manager in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second anniversary with an underwritten offering, such financial and other information and books and records of the ClosingCompany, or such shorter period which will terminate on and cause the earlier of the date when (i) the Shares held by the Investor may be sold without registration under the Securities Act or (ii) all of the Shares covered by such Registration Statement have been sold pursuant to such Registration Statement or otherwise. (d) Promptly furnish to the Investor with respect to the Investor Shares registered under the Registration Statement (officers, directors, trustees and to each underwriter, if any, of such Investor Shares) such number of copies of the Registration Statement and any amendment or supplement thereto and of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act. (e) Promptly file documents required independent certified public accountants of the Company for customary "blue sky" clearance to respond to such inquiries, as shall be reasonably necessary, in states specified the judgment of the counsel to the Manager, to conduct a reasonable “due diligence” investigation; provided, however, that each such representative appointed by the Manager in connection with an underwritten offering shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company in writing as being confidential, subject to customary exceptions; (ix) if reasonably requested by the Investor Manager, promptly incorporate in a Prospectus supplement or post-effective amendment to a Registration Statement such information as the Manager shall, on the basis of a written opinion of nationally recognized counsel experienced in such matters, determine to be required to be included therein by applicable law and reasonably make any required by the Investor in order to resell its Investor Sharesfilings of such Prospectus supplement or such post-effective amendment; PROVIDED, HOWEVER, provided that the Company shall not be required to qualify take any actions under this Section 4.1(viii) that are not, in the reasonable opinion of counsel for the Company, in compliance with applicable law; (x) promptly furnish to do business the Manager, upon its request and without charge, at least one (1) conformed copy of each Registration Statement and any amendments thereto, including financial statements but excluding schedules, all documents incorporated or consent deemed to service be incorporated therein by reference and all exhibits (unless requested in writing to the Company by the Manager); and (xi) during each Effective Period, deliver to the Manager in connection with any sale of process in Registrable Shares pursuant to a Registration Statement, without charge, as many copies of the Prospectus relating to such Registrable Shares (including each preliminary Prospectus) and any jurisdiction amendment or supplement thereto as the Manager may reasonably request; and the Company hereby consents (except during such periods in which it a Deferral Notice is outstanding and has not been revoked or during any period that is not now so qualified a “trading window” as defined in the Company’s Ixxxxxx Xxxxxxx Policy) to the use of such Prospectus or has not so consented. (f) Promptly inform the Investor when any stop order each amendment or supplement thereto by the Commission has been issued Manager in connection with respect to the Investor Shares any offering and use commercially reasonable efforts to promptly cause such stop order to be withdrawn. (g) Take such other actions as may reasonably be necessary to effect the registration sale of the resale of the Investor Registrable Shares in accordance with the terms of this Agreement and to allow covered by such Investor Shares to trade Prospectus or any amendment or supplement thereto in the same market system or exchange where the Company's Common Stock then tradesmanner set forth therein. (h) File the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), all to the extent required from time to time to enable the Investor to sell Investor Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission; PROVIDED, HOWEVER, that nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to the Registration Statement to be completed by the Investor is attached hereto as ANNEX IV.

The Company shall. (ai) Subject to the provisions of paragraphs (d) and (e) of this Section 5(c) below5.4, use commercially reasonable efforts to upon the written request of Holder not earlier than December 31, 2000, prepare and file with the Commission within 120 not later than the earlier of 90 days after the date of such request or the Closing filing of a registration statement by the Company under the Securities Act, a registration statement with respect to not less than 175,000 nor more than 350,000 of the Registrable Shares (the "REGISTRATION STATEMENTRegistration Statement") to enable the public offering and sale of the Investor Shares by the Investor from time to time through the over-the-counter market or in privately-negotiated transactions or otherwise. (b) Use commercially reasonable efforts, subject to receipt of necessary information from the Investor, use its best efforts to cause the Registration Statement to become and remain effective as promptly soon thereafter as practicable after filing thereofpossible. In the event that the Company shall have filed a registration statement before the expiration of 90 days, the Registrable Shares shall be included in such Registration Statement on the terms set forth in this subsection. (cii) Promptly prepare Prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second anniversary of the Closing, or such shorter period which will terminate on the earlier of more than six (6) months from the date when of its effectiveness (iplus such additional time during which Holder must cease making offers and sales, as provided in subparagraph (v) the Shares held below) or (unless otherwise required by the Investor may be sold without registration under Securities Act) until the Securities Act or (ii) all of the Registrable Shares covered by such Registration Statement thereunder have been sold pursuant to such Registration Statement or otherwisesold, whichever is earlier. (diii) Promptly furnish Furnish to the Investor with respect to the Investor Shares registered under the Registration Statement (and to each underwriter, if any, of such Investor Shares) Holder such number of copies of each prospectus contained in the Registration Statement and any amendment or supplement thereto and of prospectuses and (other than a preliminary prospectuses prospectus), in conformity with the requirements of the Securities Act, and such other documents as Holder may reasonably request in order to facilitate the disposition of the Registrable Shares owned by Holder. (eiv) If such registration or qualification is required, use its best efforts to register or qualify the Registrable Shares covered by the Registration Statement under the securities or blue sky laws of such jurisdictions as Holder shall reasonably request, and use its best efforts to do any and all other acts and things which may be necessary or advisable so to register or qualify the Registrable Shares to enable Holder to consummate the disposition of the Registrable Shares owned by Holder in such jurisdictions during the period covered in subparagraph (ii) above; provided that the Company shall not be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to the service of process in suits other than those arising out of the offer or sale of the securities covered by the Registration Statement in any jurisdiction where it is not then so subject. (v) Notify Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. Holder agrees, upon receipt of such notice, forthwith to cease making offers and sales of the Registrable Shares pursuant to the Registration Statement or deliveries of the prospectus contained therein for any purpose and to return to the Company, for modification and exchange, the copies of such prospectus not theretofore delivered by Holder; provided, that the Company shall forthwith prepare and furnish, after securing such approvals as may be necessary, to Holder a reasonable number of copies of any supplement to or amendment of such prospectus that may be necessary so that, as thereafter delivered to the Holder of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (vi) Promptly file documents required notify Holder of any stop order or similar proceeding initiated by state or federal regulatory bodies and use its best efforts to take all necessary steps expeditiously to remove such stop order or similar proceeding. (vii) Otherwise use reasonable efforts in good faith to comply with all applicable rules and regulations of the Company for customary "blue sky" clearance in states specified in writing by Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of at least twelve months, but not more than eighteen months, beginning with the Investor first day of the Company's first fiscal quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and reasonably required by the Investor in order to resell its Investor SharesRule 158 thereunder; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be required to qualify conduct a special audit in order to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consentedsatisfy its obligation under this paragraph (vii). (fviii) Promptly inform Upon receipt of such confidentiality agreements as the Investor when any stop order by the Commission has been issued with respect to the Investor Shares and use commercially reasonable efforts to promptly cause such stop order to be withdrawn. (g) Take such other actions as Company may reasonably request, make available for inspection, upon the written request of Holder, by Holder and by any attorney, accountant or other agent retained by Holder, all pertinent financial and other records, pertinent corporation documents and properties of the Company and its Subsidiaries as shall be reasonably necessary to effect the registration enable Holder to exercise and fulfill his due diligence responsibility, and cause all of the resale of the Investor Shares in accordance with the terms of this Agreement and to allow such Investor Shares to trade in the same market system or exchange where the Company's Common Stock then trades. (h) File the reports required and its Subsidiaries, officers, directors and employees to be filed supply all information reasonably requested by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), all to the extent required from time to time to enable the Investor to sell Investor Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to timeHolder, or (ii) any similar rule his attorney, accountant or regulation hereafter adopted by the Commission; PROVIDED, HOWEVER, that nothing agent in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to connection with the Registration Statement to be completed by the Investor is attached hereto as ANNEX IVStatement.

The Company shall. (a) Subject to the provisions of Section 5(c) below, use commercially reasonable efforts to prepare and file with the Commission within 120 days of the Closing a registration statement (the "REGISTRATION STATEMENTRegistration Statement") to enable the public offering and sale of the Investor Shares by the Investor from time to time through the over-the-counter market or in privately-negotiated transactions or otherwise. (b) Use commercially reasonable efforts, subject to receipt of necessary information from the Investor, to cause the Registration Statement to become effective as promptly as practicable after filing thereof. (c) Promptly prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period not exceeding the second anniversary of the Closing, or such shorter period which will terminate on the earlier of the date when (i) the Shares held by the Investor may be sold without registration under the Securities Act or (ii) all of the Shares covered by such Registration Statement have been sold pursuant to such Registration Statement or otherwise. (d) Promptly furnish to the Investor with respect to the Investor Shares registered under the Registration Statement (and to each underwriter, if any, of such Investor Shares) such number of copies of the Registration Statement and any amendment or supplement thereto and of prospectuses and preliminary prospectuses in conformity with the requirements of the Securities Act. (e) Promptly file documents required of the Company for customary "blue sky" clearance in states specified in writing by the Investor and reasonably required by the Investor in order to resell its Investor Shares; PROVIDED, HOWEVER, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (f) Promptly inform the Investor when any stop order by the Commission has been issued with respect to the Investor Shares and use commercially reasonable efforts to promptly cause such stop order to be withdrawn. (g) Take such other actions as may reasonably be necessary to effect the registration of the resale of the Investor Shares in accordance with the terms of this Agreement and to allow such Investor Shares to trade in the same market system or exchange where the Company's Common Stock then trades. (h) File the reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is not required to file such reports, it will, upon the request of any holder of Investor Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), all to the extent required from time to time to enable the Investor to sell Investor Shares without registration under the Securities Act within the limitations provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the Commission; PROVIDED, HOWEVER, that nothing in this Agreement shall require the Company to file reports under the Securities Act or the Exchange Act, to register any of its securities under the Exchange Act, or to make publicly available any information concerning the Company at any time when it is not required by law or by any agreement by which it is bound to do any of the foregoing. A questionnaire related to the Registration Statement to be completed by the Investor is attached hereto as ANNEX IV.