Common use of THE COMPANY'S DUTIES Clause in Contracts

THE COMPANY'S DUTIES. If and whenever the Company is required to permit Holders to effect any Offering as provided in Sections 1-5, the Company covenants and agrees that it will, as expeditiously as possible (but not later than sixty (60) days after receipt of a request from Holders to include Holders Shares in a given Offering): (a) prepare all offering documents in accordance with all applicable requirements of the Securities Act, including, if requested by Holder and if permitted by the rules and regulations of the SEC, a Registration Statement pursuant to Rule 415 of the Securities Act or any successor rule of the SEC, with respect to such Offering to permit the disposition of the Holders Shares by Holders in accordance with the intended method of disposition (and, in the case of an underwritten Offering, consistent in form, substance, and scope with customary practice for the offering of securities of corporations by nationally recognized investment banking firms); (b) file with the SEC a Registration Statement required to permit the disposition thereof; provided, that before filing any such Registration Statement (including any documents incorporated by reference therein), the Company will furnish to counsel(s) designated by Holders and to the underwriter(s), if any, copies of all such Registration Statements, which Registration Statements shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, where feasible, the Company shall make such changes in such Registration Statements as are reasonably requested by such counsel(s) or underwriter(s); and (c) use its reasonable efforts to have such Registration Statement declared effective by, and obtain all approvals from the SEC to the extent necessary to permit the Offering; provided, however, that the Company may discontinue any Offering that is being effected pursuant to Sections 1-3 at any time before the effective date of the related Registration Statement; (d) thereafter, prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement continuously effective (if filed pursuant to Rule 415) and cause the Registration Statement to be supplemented by any required supplement, and as so supplemented to be filed, if required, with the SEC during the period ending on the later of (A) such time as all of the Holders Shares covered by such Registration Statement have been disposed of in accordance with the intended method of disposition set forth in such Registration Statement, (B) such time as all of the Holders Shares may be sold pursuant to Rule 144 of the Securities Act, or (C) so long as a dealer is required to deliver a Prospectus in connection with the Offering; (e) furnish to Holders and to the underwriter(s), if any, such number of copies of the Registration Statement or Prospectus contained therein (including each amendment and supplement thereto) as they may reasonably request in order to facilitate the disposition of the Holders Shares included in such Offering; (f) register or qualify, or cooperate with Holders, the underwriter(s), if any, and their respective counsel in registering or qualifying, all Holders Shares covered by the Registration Statement for offer and sale under the applicable securities or blue sky laws of such jurisdictions as Holders and the underwriter(s), if any, shall reasonably request in writing, and do any and all other acts and things which may be reasonably necessary or advisable to enable Holders and the underwriter(s), if any, to consummate the disposition in such jurisdictions of the Common Stock covered by the Registration Statement; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject; (g) use its reasonable efforts to cause such Common Stock covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable Holders and the underwriter(s), if any, to consummate the disposition of such Common Stock; (h) cooperate reasonably with any managing underwriter to effect the sale of any Holders Shares, including but not limited to attendance of the Company's executive officers at any planned "road show" presentations; (i) notify Holders and the underwriter(s), if any, at any time when the Registration Statement includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any Holder or any underwriter, prepare and furnish to such Person(s), such reasonable number of copies of any amendment or supplement to the Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Common Stock, such Prospectus shall not include any 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 then existing, and to deliver to purchasers of any other securities of the Company included in the Offering copies of such Prospectus as so amended or supplemented; (j) keep Holders informed of the Company's best estimates of the earliest date on which the Registration Statement will become effective, and promptly notify Holders of (A) the effectiveness of such Registration Statement, (B) a request by the SEC for an amendment or supplement to such Registration Statement, (C) the issuance by the SEC of an order suspending the effectiveness of the Registration Statement, or of the threat of a proceeding for that purpose, and (D) the suspension of the qualification of any securities included in the Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (k) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement in accordance with the intended method of distribution of the Holders thereof set forth in such Registration Statement; (l) use its reasonable efforts to list the securities proposed to be sold in such Offering on the Nasdaq National Market, or on such other securities exchange or over the counter trading market on which the Common Stock is then listed, not later than the closing of the Offering contemplated thereby; (m) enter into such customary agreements (including but not limited to an underwriting agreement in customary form) and take such other reasonable actions as Holders or the underwriter(s), if any, reasonably request in order to expedite or facilitate the disposition of such Common Stock; (n) obtain such "cold comfort" letter(s) from the Company's independent public accountants, in customary form and covering matters of the type customarily covered by "cold comfort" letter(s), as Holders or the underwriter(s), if any, shall reasonably request; and (o) upon prior notice, make available for reasonable inspection by any underwriter(s) participating in any disposition to be effected pursuant to the Registration Statement and by any attorney, accountant, or other agent retained by any such Person(s), its financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors, and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinions of such underwriters' respective counsels, to conduct a reasonable investigation; provided, that any records, information, or documents that are designated by the Company in writing as confidential shall be kept confidential by each such Person, unless disclosure of such records, information, or documents is required by law, by judicial or administrative order, or in order to defend a claim asserted against such Person in connection with such Offering.

THE COMPANY'S DUTIES. If and whenever the Company is required to -------------------- permit Holders to effect any Offering as provided in Sections 1-5, the Company covenants and agrees that it will, as expeditiously as possible (but not later than sixty (60) days after receipt of a request from Holders to include Holders Shares in a given Offering): (a) prepare all offering documents in accordance with all applicable requirements of the Securities Act, including, if requested by Holder and if permitted by the rules and regulations of the SEC, a Registration Statement pursuant to Rule 415 of the Securities Act or any successor rule of the SEC, with respect to such Offering to permit the disposition of the Holders Shares by Holders in accordance with the intended method of disposition (and, in the case of an underwritten Offering, consistent in form, substance, and scope with customary practice for the offering of securities of corporations by nationally recognized investment banking firms); (b) file with the SEC a Registration Statement required to permit the disposition thereof; provided, that before filing any such Registration -------- ---- Statement (including any documents incorporated by reference therein), the Company will furnish to counsel(s) designated by Holders and to the underwriter(s), if any, copies of all such Registration Statements, which Registration Statements shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, where feasible, the Company shall make such changes in such Registration Statements as are reasonably requested by such counsel(s) or underwriter(s); and (c) use its reasonable efforts to have such Registration Statement declared effective by, and obtain all approvals from the SEC to the extent necessary to permit the Offering; provided, however, that the Company may -------- ------- discontinue any Offering that is being effected pursuant to Sections 1-3 at any time before the effective date of the related Registration Statement; (d) thereafter, prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement continuously effective (if filed pursuant to Rule 415) and cause the Registration Statement to be supplemented by any required supplement, and as so supplemented to be filed, if required, with the SEC during the period ending on the later of (A) such time as all of the Holders Shares covered by such Registration Statement have been disposed of in accordance with the intended method of disposition set forth in such Registration Statement, (B) such time as all of the Holders Shares may be sold pursuant to Rule 144 of the Securities Act, or (C) so long as a dealer is required to deliver a Prospectus in connection with the Offering; but in no event shall such period extend longer than nine months after the effective date of such Registration Statement; (e) furnish to Holders and to the underwriter(s), if any, such number of copies of the Registration Statement or Prospectus contained therein (including each amendment and supplement thereto) as they may reasonably request in order to facilitate the disposition of the Holders Shares included in such Offering; (f) register or qualify, or cooperate with Holders, the underwriter(s), if any, and their respective counsel in registering or qualifying, all Holders Shares covered by the Registration Statement for offer and sale under the applicable securities or blue sky laws of such jurisdictions as Holders and the underwriter(s), if any, shall reasonably request in writing, and do any and all other acts and things which may be reasonably necessary or advisable to enable Holders and the underwriter(s), if any, to consummate the disposition in such jurisdictions of the Common Stock covered by the Registration Statement; provided, however, that the -------- ------- Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject; (g) use its reasonable efforts to cause such Common Stock covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable Holders and the underwriter(s), if any, to consummate the disposition of such Common Stock; (h) cooperate reasonably with any managing underwriter to effect the sale of any Holders Shares, including but not limited to attendance of the Company's executive officers at any planned "road show" presentations; (i) notify Holders and the underwriter(s), if any, at any time when the Registration Statement includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and at the request of any Holder or any underwriter, prepare and furnish to such Person(s), such reasonable number of copies of any amendment or supplement to the Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Common Stock, such Prospectus shall not include any 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 then existing, and to deliver to purchasers of any other securities of the Company included in the Offering copies of such Prospectus as so amended or supplemented; (j) keep Holders informed of the Company's best estimates of the earliest date on which the Registration Statement will become effective, and promptly notify Holders of (A) the effectiveness of such Registration Statement, (B) a request by the SEC for an amendment or supplement to such Registration Statement, (C) the issuance by the SEC of an order suspending the effectiveness of the Registration Statement, or of the threat of a proceeding for that purpose, and (D) the suspension of the qualification of any securities included in the Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (k) comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Registration Statement in accordance with the intended method of distribution of the Holders thereof set forth in such Registration Statement; (l) use its reasonable efforts to list the securities proposed to be sold in such Offering on the Nasdaq National Market, or on such other securities exchange or over the counter trading market on which the Common Stock is then listed, not later than the closing of the Offering contemplated thereby; (m) enter into such customary agreements (including but not limited to an underwriting agreement in customary form) and take such other reasonable actions as Holders or the underwriter(s), if any, reasonably request in order to expedite or facilitate the disposition of such Common Stock; (n) obtain such "cold comfort" letter(s) from the Company's independent public accountants, in customary form and covering matters of the type customarily covered by "cold comfort" letter(s), as Holders or the underwriter(s), if any, shall reasonably request; and (o) upon prior notice, make available for reasonable inspection by any underwriter(s) participating in any disposition to be effected pursuant to the Registration Statement and by any attorney, accountant, or other agent retained by any such Person(s), its financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors, and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinions of such underwriters' respective counsels, to conduct a reasonable investigation; provided, that any -------- ---- records, information, or documents that are designated by the Company in writing as confidential shall be kept confidential by each such Person, unless disclosure of such records, information, or documents is required by law, by judicial or administrative order, or in order to defend a claim asserted against such Person in connection with such Offering.

THE COMPANY'S DUTIES. If and whenever the Company is required to permit Holders to effect any Offering as provided in Sections 1-5In connection with an Offering, the Company covenants and agrees that it will, as expeditiously as possible (but not later than sixty (60) days after receipt provided that no duty shall survive the termination of a request from Holders to include Holders Shares this Agreement in a given Offeringaccordance with its terms): a. in the case of an underwritten Offering, select the managing underwriter, subject to the consent of Selling Stockholder, which consent shall not be unreasonably withheld; b. (a1) prepare all offering documents Offering Documents in accordance with all applicable requirements of the Securities Act, including, if requested by Holder Act and if permitted by the rules and regulations of the SEC, a Registration Statement pursuant to Rule 415 of the Securities Act or any successor rule of the SECOffering Regulations, with respect to such Offering to permit the disposition of the Holders Shares by Holders in accordance with the intended method of disposition (and, in the case of an underwritten Offering, consistent in form, substance, and scope with customary practice for the offering of securities of corporations by nationally recognized investment banking firms); , (b2) file with the SEC a Registration Statement such Offering Documents and all other documents required to permit the disposition thereof; of the FMAX Shares, provided, that before filing any such Registration Statement Offering Documents (including any documents incorporated by reference therein), the Company will furnish to counsel(s) counsel designated by Holders the Selling Stockholder and to the underwriter(s), if any, copies of all such Registration StatementsOffering Documents, which Registration Statements Offering Documents shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, where feasible, the Company shall make such changes in such Registration Statements Offering Documents as are reasonably requested by such counsel(s) or underwriter(s); and , and (c3) use its reasonable efforts to have such the Registration Statement declared effective by, and obtain all approvals from from, the SEC to the extent necessary to permit the Offering; provided, however, that the Company may discontinue any an Offering that is being effected pursuant to Sections 1-3 at any time before the effective date of the related Registration Statement; and provided further, that the Company shall not file any Offering Document which shall be disapproved by the Selling Stockholder within a reasonable period after the same has been provided for review; (d) thereafter, c. prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement continuously effective (if filed pursuant to Rule 415) through the termination of this Agreement in accordance with its terms and cause the Registration Statement Offering Documents to be supplemented by any required supplement, and as so supplemented to be filed, if required, with the SEC during the period ending on upon the earliest of (i) the termination of this Agreement in accordance with its terms, or (ii) the later of (Ax) such time as all of the Holders FMAX Shares covered by such Registration Statement have been disposed of in accordance with the intended method of disposition set forth in such Registration StatementOffering Documents or, in the case of an Offering made pursuant to Rule 415 under the Securities Act or any successor rule of the SEC (Bif applicable), if securities remain unsold at the expiration of the Offering, such time as the Company shall file, with the consent of the Selling Stockholder, a post-effective amendment with the SEC deregistering the securities which remain unsold at the termination of an Offering or (y) such time as all of the Holders Shares may be sold pursuant to Rule 144 of the Securities Act, or (C) so long as a dealer is not required to deliver a Prospectus in connection with the Offering, provided, that before filing any such post-effective amendment, the Company will furnish to counsel designated by the Selling Stockholder and to the underwriter(s), if any, copies of the post-effective amendment (including any document proposed to the filed therewith), which Offering Documents shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, where feasible, the Company shall make such changes in such post-effective amendment as are reasonably requested by such counsel(s) or underwriter(s); (e) d. furnish to Holders the Selling Stockholder and to the underwriter(s), if any, such number of copies of the Registration Statement or Prospectus contained therein Offering Documents (including each amendment and supplement thereto) as they may reasonably request in order to facilitate the disposition of the Holders FMAX Shares included in such the Offering; (f) e. register or qualify, or cooperate with Holdersthe Selling Stockholder, the underwriter(s), if any, and their respective counsel in registering or qualifying, all Holders FMAX Shares covered by the Registration Statement for offer and sale under the applicable securities or blue sky laws of such jurisdictions as Holders FMAX and the underwriter(s), if any, shall reasonably request in writing, and do any and all other acts and things which may be reasonably necessary or advisable to enable Holders the Selling Stockholder and the underwriter(s), if any, to consummate the disposition in such jurisdictions of the Common Stock covered by the Registration StatementFMAX Shares; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject; (g) f. use its reasonable efforts to cause such Common Stock covered by the Registration Statement FMAX Shares to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable Holders the Selling Stockholder and the underwriter(s), if any, to consummate the disposition of such Common Stockthe FMAX Shares; (h) g. cooperate reasonably with any managing underwriter to effect the sale of any Holders the FMAX Shares, including but not limited to attendance of the Company's executive officers at any planned "road show" presentations; (i) h. notify Holders the Selling Stockholder and the underwriter(s), if any, at any time when the Registration Statement includes Offering Documents include an untrue statement of a material fact or omits 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 then existing, and promptly take all steps necessary to correct such deficiencies, and, at the request of any Holder the Selling Stockholder or any underwriter, prepare and furnish to such Person(s), such reasonable number of copies of any amendment or supplement to the Prospectus Offering Documents as may be necessary so that, as thereafter delivered to the purchasers of such Common Stockthe FMAX Shares, such Prospectus Offering Documents shall not include any 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 then existing, and to deliver to purchasers of any other securities of the Company included in the Offering copies of such Prospectus Offering Documents as so amended or supplemented; (j) i. keep Holders the Selling Stockholder informed of the Company's best estimates of the earliest date on which the Registration Statement will become effective, and promptly notify Holders the Selling Stockholder of (A) the effectiveness of such the Registration Statement, (B) a request by the SEC for an amendment or supplement to such the Registration StatementStatement or the Prospectus, (C) the issuance by the SEC of an order suspending the effectiveness of the Registration Statement, or of the threat of a proceeding for that purpose, and (D) the suspension of the qualification of any securities included in the Registration Statement Offering Documents for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (k) j. comply with the provisions of the Securities Offering Regulations and the Securities Act with respect to the disposition of all securities the FMAX Shares covered by the Registration Statement Offering Documents in accordance with the intended method of distribution of the Holders thereof set forth in such Registration StatementOffering Documents; (l) use its reasonable efforts to k. list the securities proposed to be sold in such an Offering on the Nasdaq National MarketNew York Stock Exchange, or on such other securities exchange or over the counter trading market inter-dealer quotation system on which the Common Stock is then listed, not later than the closing of the Offering contemplated therebyOffering; (m) l. enter into such customary agreements (including but not limited to an underwriting agreement in customary form) and take such other reasonable actions as Holders FMAX or the underwriter(s), if any, reasonably request in order to expedite or facilitate the disposition of such Common Stock; (n) obtain such "cold comfort" letter(s) from the Company's independent public accountants, in customary form and covering matters of the type customarily covered by "cold comfort" letter(s), as Holders or the underwriter(s), if any, shall reasonably requestFMAX Shares; and (o) m. upon prior notice, make available for reasonable inspection by any underwriter(s) participating in any the disposition of the FMAX Shares to be effected pursuant to the Registration Statement Offering Documents and by any attorney, accountant, or other agent retained by any such Person(s), its financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors, and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinions of such underwriters' respective counsels, to conduct a reasonable investigation; provided, that any records, information, or documents that are designated by the Company in writing as confidential shall be kept confidential by each such Person, unless disclosure of such records, information, or documents is required by law, by judicial or administrative order, or in order to defend a claim asserted against such Person in connection with such the Offering.

THE COMPANY'S DUTIES. If and whenever the Company is required to -------------------- permit Holders either or both of the Selling Stockholders to effect any Offering as provided in Sections 1-5Paragraphs 3 and 4, the Company covenants and agrees that it will, as expeditiously as possible (but not later than sixty (60) days after receipt of a request from Holders either or both of the Selling Stockholders to include Holders its respective Shares in a given Offering): (a1) prepare all offering documents Offering Documents in accordance with all applicable requirements of the Securities Act, and the Securities Offering Regulations, including, if requested by Holder Imperial and if permitted by the rules and regulations of the SEC, a Registration Statement pursuant to Rule 415 of the Securities Act or any successor rule of the SEC, with respect to such Offering to permit the disposition of the Holders Selling Stockholder's Shares by Holders the Selling Stockholder in accordance with the intended method of disposition (and, in the case of an underwritten Offering, consistent in form, substance, and scope with customary practice for the offering of securities of corporations by nationally recognized investment banking firms); , (b2) file with the SEC a Registration Statement such Offering Documents and all other documents required to permit the disposition thereof; provided, that before filing any such Registration Statement Offering Documents (including any documents incorporated by reference therein), the Company will furnish to counsel(s) counsel designated by Holders the subject Selling Stockholder and to the underwriter(s), if any, copies of all such Registration StatementsOffering Documents, which Registration Statements Offering Documents shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, where feasible, the Company shall make such changes in such Registration Statements Offering Documents as are reasonably requested by such counsel(s) or underwriter(s); and , and (c3) use its reasonable efforts to have such Registration Statement Offering Documents declared effective by, and obtain all approvals from the SEC to the extent necessary to permit the Offering; provided, however, that the Company may discontinue any Offering that is being effected pursuant to Sections 1-Paragraph 3 at any time before the effective date of the related Registration StatementOffering Documents; and provided, further, that the Company shall not file any Offering Document which shall be disapproved by the subject Stockholder within a reasonable period after the same has been provided for review; (d) b. thereafter, prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement Offering Documents as may be necessary to keep the Registration Statement Offering Documents continuously effective (if filed pursuant to Rule 415) and cause the Registration Statement Offering Documents to be supplemented by any required supplement, and as so supplemented to be the filed, if required, with the SEC during the period ending on the later of (Ai) such time as all of the Holders Selling Stockholder's Shares covered by such Registration Statement Offering Documents have been disposed of in accordance with the intended method of disposition set forth in such Registration StatementOffering Documents or, in the case of an Offering made pursuant to Rule 415 under the Securities Act or any successor rule of the SEC (B) if applicable), if securities remain unsold at the expiration of the Offering, such time as all the Company shall file, with the consent of the Holders Shares may be sold pursuant to Rule 144 subject Selling Stockholder, a post- effective amendment with the SEC deregistering the securities which remain unsold at the termination of the Securities Act, Offering or (Cii) so long as a dealer is required to deliver a Prospectus in connection with the Offering; provided, that before filing any such post-effective amendment, the Company will furnish to counsel designated by the subject Selling Stockholder and to the underwriter(s), if any, copies of the post-effective amendment (including any other document proposed to the filed therewith), which Offering Documents shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, where feasible, the Company shall make such changes in such post-effective amendment as are reasonably requested by such counsel(s) or underwriter(s); (e) c. furnish to Holders the subject Selling Stockholder and to the underwriter(s), if any, such number of copies of the Registration Statement or Prospectus contained therein Offering Documents (including each amendment and supplement thereto) as they may reasonably request in order to facilitate the disposition of the Holders Selling Stockholder's Shares included in such Offering; (f) d. register or qualify, or cooperate with Holdersthe subject Selling Stockholder, the underwriter(s), if any, and their respective counsel in registering or qualifying, all Holders Imperial Shares covered by the Registration Statement Offering Documents for offer and sale under the applicable securities or blue sky laws of such jurisdictions as Holders Imperial and the underwriter(s), if any, shall reasonably request in writing, and do any and all other acts and things which may be reasonably necessary or advisable to enable Holders the subject Selling Stockholder and the underwriter(s), if any, to consummate the disposition in such jurisdictions of the Common Stock covered by the Registration StatementOffering Documents; provided, however, provided however that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject; (g) e. use its reasonable efforts to cause such Common Stock covered by the Registration Statement Offering Documents to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable Holders the subject Selling Stockholder and the underwriter(s), if any, to consummate the disposition of such Common Stock; (h) f. cooperate reasonably with any managing underwriter to effect the sale of any Holders the subject Selling Stockholder's Shares, including but not limited to attendance of the Company's executive officers at any planned "road show" presentations'; (i) g. notify Holders the subject Selling Stockholder and the underwriter(s), if any, at any time when the Registration Statement includes Offering Documents include an untrue statement of a material fact or omits 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 then existing, and at the request of any Holder the subject Selling Stockholder or any underwriter, prepare and furnish to such Person(s), such reasonable number of copies of any amendment or supplement to the Prospectus Offering Documents as may be necessary so that, as thereafter delivered to the purchasers of such Common Stock, such Prospectus Offering Documents shall not include any 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 then existing, and to deliver to purchasers of any other securities of the Company included in the Offering copies of such Prospectus Offering Documents as so amended or supplemented; (j) h. keep Holders the subject Selling Stockholder informed of the Company's best estimates of the earliest date on which the Registration Statement Offering Documents will become effective, and promptly notify Holders the Selling Stockholder of (A) the effectiveness of such Registration StatementOffering Documents, (B) a request by the SEC for an amendment or supplement to such Registration StatementOffering Documents, (C) the issuance by the SEC of an order suspending the effectiveness of the Registration StatementOffering Documents, or of the threat of a proceeding for that purpose, and (D) the suspension of the qualification of any securities included in the Registration Statement Offering Documents for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (k) i. comply with the provisions of the Securities Offering Regulations and the Securities Act with respect to the disposition of all securities covered by the Registration Statement Offering Documents in accordance with the intended method of distribution of the Holders sellers thereof set forth in such Registration StatementOffering Documents; (l) j. use its reasonable efforts to list the securities proposed to be sold in such Offering on the Nasdaq National Market, or on such other securities exchange or over the counter trading market inter-dealer quotation system on which the Common Stock is then listed, not later than the closing of the Offering contemplated thereby; (m) k. enter into such customary agreements (including but not limited to an underwriting agreement in customary form) and take such other reasonable actions as Holders Imperial or the underwriter(s), if any, reasonably request in order to expedite or facilitate the disposition of such Common Stock; (n) l. obtain such "cold comfort" letter(s) from the Company's independent public accountants, in customary form and covering matters of the type customarily covered by "cold comfort" letter(s), as Holders Imperial or the underwriter(s), if any, shall reasonably request; and (o) m. upon prior notice, make available for reasonable inspection by any underwriter(s) participating in any disposition to be effected pursuant to the Registration Statement Offering Documents and by any attorney, accountant, or other agent retained by any such Person(s), its financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors, and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinions of such underwriters' respective counsels, to conduct a reasonable investigation; provided, that any records, information, or documents that are designated by the Company in writing as confidential shall be kept confidential by each such Person, unless disclosure of such records, information, or documents is required by law, by judicial or administrative order, or in order to defend a claim asserted against such Person in connection with such Offering.

THE COMPANY'S DUTIES. If and whenever the Company is required to permit Holders -------------------- Imperial to effect any Offering as provided in Sections 1-5Paragraphs 3 and 4, the Company covenants and agrees that it will, as expeditiously as possible (but not later than sixty thirty (6030) days after receipt of a request from Holders Imperial to include Holders Imperial Shares in a given Offering): (aA) prepare all offering documents Offering Documents in accordance with all applicable requirements of the Securities Act, and the Securities Offering Regulations, including, if requested by Holder Imperial and if permitted by the rules and regulations of the SEC, a Registration Statement pursuant to Rule 415 of the Securities Act or any successor rule of the SEC, with respect to such Offering to permit the disposition of the Holders Imperial Shares by Holders Imperial in accordance with the intended method of disposition (and, in the case of an underwritten Offering, consistent in form, substance, and scope with customary practice for the offering of securities of corporations by nationally recognized investment banking firms); , (bB) file with the SEC a Registration Statement such Offering Documents and all other documents required to permit the disposition thereof; provided, that before filing any such Registration Statement Offering Documents (including any documents incorporated by reference therein), the Company will furnish to counsel(s) designated by Holders Imperial and to the underwriter(s), if any, copies of all such Registration StatementsOffering Documents, which Registration Statements Offering Documents shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, where feasible, the Company shall make such changes in such Registration Statements Offering Documents as are reasonably requested by such counsel(s) or underwriter(s); and , and (cC) use its reasonable efforts to have such Registration Statement Offering Documents declared effective by, and obtain all approvals from the SEC to the extent necessary to permit the Offering; provided, however, that the Company may discontinue any Offering that is being effected pursuant to Sections 1-Paragraph 3 at any time before the effective date of the related Registration StatementOffering Documents; and provided, further, that the Company shall not file any Offering Document which shall be disapproved by Imperial within a reasonable period after the same has been provided for review; (d) b. thereafter, prepare and file with the SEC such amendments and post-post- effective amendments to the Registration Statement Offering Documents as may be necessary to keep the Registration Statement Offering Documents continuously effective (if filed pursuant to Rule 415) and cause the Registration Statement Offering Documents to be supplemented by any required supplement, and as so supplemented to be filed, if required, with the SEC during the period ending on the later of (Ai) such time as all of the Holders Imperial Shares covered by such Registration Statement Offering Documents have been disposed of in accordance with the intended method of disposition set forth in such Registration StatementOffering Documents or, in the case of an Offering made pursuant to Rule 415 under the Securities Act or any successor rule of the SEC (B) if applicable), if securities remain unsold at the expiration of the Offering, such time as all the Company shall file, with the consent of Imperial, a post-effective amendment with the SEC deregistering the securities which remain unsold at the termination of the Holders Shares may be sold pursuant to Rule 144 of the Securities Act, Offering or (Cii) so long as a dealer is required to deliver a Prospectus in connection with the Offering; provided, that before filing any such post- effective amendment, the Company will furnish to counsel(s) designated by Imperial and to the underwriter(s), if any, copies of the post-effective amendment (including any other document proposed to be filed therewith), which Offering Documents shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, where feasible, the Company shall make such changes in such post-effective amendment as are reasonably requested by such counsel(s) or underwriter(s); (e) c. furnish to Holders Imperial and to the underwriter(s), if any, such number of copies of the Registration Statement or Prospectus contained therein Offering Documents (including each amendment and supplement thereto) as they may reasonably request in order to facilitate the disposition of the Holders Imperial Shares included in such Offering; (f) d. register or qualify, or cooperate with HoldersImperial, the underwriter(s), if any, and their respective counsel in registering or qualifying, all Holders Imperial Shares covered by the Registration Statement Offering Documents for offer and sale under the applicable securities or blue sky laws of such jurisdictions as Holders Imperial and the underwriter(s), if any, shall reasonably request in writing, and do any and all other acts and things which may be reasonably necessary or advisable to enable Holders Imperial and the underwriter(s), if any, to consummate the disposition in such jurisdictions of the Common Stock covered by the Registration StatementOffering Documents; provided, however, provided however that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject; (g) e. use its reasonable efforts to cause such Common Stock covered by the Registration Statement Offering Documents to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable Holders Imperial and the underwriter(s), if any, to consummate the disposition of such Common Stock; (h) f. cooperate reasonably with any managing underwriter to effect the sale of any Holders Imperial Shares, including but not limited to attendance of the Company's executive officers at any planned "road show" presentations'; (i) g. notify Holders Imperial and the underwriter(s), if any, at any time when the Registration Statement includes Offering Documents include an untrue statement of a material fact or omits 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 then existing, and at the request of any Holder Imperial or any underwriter, prepare and furnish to such Person(s), such reasonable number of copies of any amendment or supplement to the Prospectus Offering Documents as may be necessary so that, as thereafter delivered to the purchasers of such Common Stock, such Prospectus Offering Documents shall not include any 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 then existing, and to deliver to purchasers of any other securities of the Company included in the Offering copies of such Prospectus Offering Documents as so amended or supplemented; (j) h. keep Holders Imperial informed of the Company's best estimates of the earliest date on which the Registration Statement Offering Documents will become effective, and promptly notify Holders Imperial of (A) the effectiveness of such Registration StatementOffering Documents, (B) a request by the SEC for an amendment or supplement to such Registration StatementOffering Documents, (C) the issuance by the SEC of an order suspending the effectiveness of the Registration StatementOffering Documents, or of the threat of a proceeding for that purpose, and (D) the suspension of the qualification of any securities included in the Registration Statement Offering Documents for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (k) i. comply with the provisions of the Securities Offering Regulations and the Securities Act with respect to the disposition of all securities covered by the Registration Statement Offering Documents in accordance with the intended method of distribution of the Holders sellers thereof set forth in such Registration StatementOffering Documents; (l) j. use its reasonable efforts to list the securities proposed to be sold in such Offering on the Nasdaq National MarketAmerican Stock Exchange, or on such other securities exchange or over the counter trading market on which the Common Stock is then listed, not later than the closing of the Offering contemplated thereby; (m) k. enter into such customary agreements (including but not limited to an underwriting agreement in customary form) and take such other reasonable actions as Holders Imperial or the underwriter(s), if any, reasonably request in order to expedite or facilitate the disposition of such Common Stock; (n) l. obtain such "cold comfort" letter(s) from the Company's independent public accountants, in customary form and covering matters of the type customarily covered by "cold comfort" letter(s), as Holders Imperial or the underwriter(s), if any, shall reasonably request; and (o) m. upon prior notice, make available for reasonable inspection by any underwriter(s) participating in any disposition to be effected pursuant to the Registration Statement Offering Documents and by any attorney, accountant, or other agent retained by any such Person(s), its financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors, and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinions of such underwriters' respective counsels, to conduct a reasonable investigation; provided, that any records, information, or documents that are designated by the Company in writing as confidential shall be kept confidential by each such Person, unless disclosure of such records, information, or documents is required by law, by judicial or administrative order, or in order to defend a claim asserted against such Person in connection with such Offering.

THE COMPANY'S DUTIES. If and whenever the Company is required to permit Holders -------------------- Imperial to effect any Offering as provided in Sections 1-5Paragraphs 3 and 4, the Company covenants and agrees that it will, as expeditiously as possible (but not later than sixty thirty (6030) days after receipt of a request from Holders Imperial to include Holders Imperial Shares in a given Offering): (aA) prepare all offering documents Offering Documents in accordance with all applicable requirements of the Securities Act, and the Securities Offering Regulations, including, if requested by Holder Imperial and if permitted by the rules and regulations of the SEC, a Registration Statement pursuant to Rule 415 of the Securities Act or any successor rule of the SEC, with respect to such Offering to permit the disposition of the Holders Imperial Shares by Holders Imperial in accordance with the intended method of disposition (and, in the case of an underwritten Offering, consistent in form, substance, and scope with customary practice for the offering of securities of corporations by nationally recognized investment banking firms); , (bB) file with the SEC a Registration Statement such Offering Documents and all other documents required to permit the disposition thereof; provided, that before filing any such Registration Statement Offering Documents (including any documents incorporated by reference therein), the Company will furnish to counsel(s) designated by Holders Imperial and to the underwriter(s), if any, copies of all such Registration StatementsOffering Documents, which Registration Statements Offering Documents shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, where feasible, the Company shall make such changes in such Registration Statements Offering Documents as are reasonably requested by such counsel(s) or underwriter(s); and , and (cC) use its reasonable efforts to have such Registration Statement Offering Documents declared effective by, and obtain all approvals from the SEC to the extent necessary to permit the Offering; provided, however, that the Company may discontinue any Offering that is being effected pursuant to Sections 1-Paragraph 3 at any time before the effective date of the related Registration StatementOffering Documents; and provided, further, that the Company shall not file any Offering Document which shall be disapproved by Imperial within a reasonable period after the same has been provided for review; (d) B. thereafter, prepare and file with the SEC such amendments and post-post- effective amendments to the Registration Statement Offering Documents as may be necessary to keep the Registration Statement Offering Documents continuously effective (if filed pursuant to Rule 415) and cause the Registration Statement Offering Documents to be supplemented by any required supplement, and as so supplemented to be filed, if required, with the SEC during the period ending on the later of (Ai) such time as all of the Holders Imperial Shares covered by such Registration Statement Offering Documents have been disposed of in accordance with the intended method of disposition set forth in such Registration StatementOffering Documents or, in the case of an Offering made pursuant to Rule 415 under the Securities Act or any successor rule of the SEC (B) if applicable), if securities remain unsold at the expiration of the Offering, such time as all the Company shall file, with the consent of Imperial, a post-effective amendment with the SEC deregistering the securities which remain unsold at the termination of the Holders Shares may be sold pursuant to Rule 144 of the Securities Act, Offering or (Cii) so long as a dealer is required to deliver a Prospectus in connection with the Offering; provided, that before filing any such post-effective amendment, the Company will furnish to counsel(s) designated by Imperial and to the underwriter(s), if any, copies of the post-effective amendment (including any other document proposed to be filed therewith), which Offering Documents shall be subject to the review of such counsel(s) and the underwriter(s), if any, and, where feasible, the Company shall make such changes in such post-effective amendment as are reasonably requested by such counsel(s) or underwriter(s); (e) C. furnish to Holders Imperial and to the underwriter(s), if any, such number of copies of the Registration Statement or Prospectus contained therein Offering Documents (including each amendment and supplement thereto) as they may reasonably request in order to facilitate the disposition of the Holders Imperial Shares included in such Offering; (f) D. register or qualify, or cooperate with HoldersImperial, the underwriter(s), if any, and their respective counsel in registering or qualifying, all Holders Imperial Shares covered by the Registration Statement Offering Documents for offer and sale under the applicable securities or blue sky laws of such jurisdictions as Holders Imperial and the underwriter(s), if any, shall reasonably request in writing, and do any and all other acts and things which may be reasonably necessary or advisable to enable Holders Imperial and the underwriter(s), if any, to consummate the disposition in such jurisdictions of the Common Stock covered by the Registration StatementOffering Documents; provided, however, provided however that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or subject the Company to any tax in any such jurisdiction where it is not then so subject; (g) E. use its reasonable efforts to cause such Common Stock covered by the Registration Statement Offering Documents to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable Holders Imperial and the underwriter(s), if any, to consummate the disposition of such Common Stock; (h) F. cooperate reasonably with any managing underwriter to effect the sale of any Holders Imperial Shares, including but not limited to attendance of the Company's executive officers at any planned "road show" presentations'; (i) G. notify Holders Imperial and the underwriter(s), if any, at any time when the Registration Statement includes Offering Documents include an untrue statement of a material fact or omits 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 then existing, and at the request of any Holder Imperial or any underwriter, prepare and furnish to such Person(s), such reasonable number of copies of any amendment or supplement to the Prospectus Offering Documents as may be necessary so that, as thereafter delivered to the purchasers of such Common Stock, such Prospectus Offering Documents shall not include any 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 then existing, and to deliver to purchasers of any other securities of the Company included in the Offering copies of such Prospectus Offering Documents as so amended or supplemented; (j) H. keep Holders Imperial informed of the Company's best estimates of the earliest date on which the Registration Statement Offering Documents will become effective, and promptly notify Holders Imperial of (A) the effectiveness of such Registration StatementOffering Documents, (B) a request by the SEC for an amendment or supplement to such Registration StatementOffering Documents, (C) the issuance by the SEC of an order suspending the effectiveness of the Registration StatementOffering Documents, or of the threat of a proceeding for that purpose, and (D) the suspension of the qualification of any securities included in the Registration Statement Offering Documents for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (k) I. comply with the provisions of the Securities Offering Regulations and the Securities Act with respect to the disposition of all securities covered by the Registration Statement Offering Documents in accordance with the intended method of distribution of the Holders sellers thereof set forth in such Registration StatementOffering Documents; (l) J. use its reasonable efforts to list the securities proposed to be sold in such Offering on the Nasdaq National MarketAmerican Stock Exchange, or on such other securities exchange or over the counter trading market on which the Common Stock is then listed, not later than the closing of the Offering contemplated thereby; (m) K. enter into such customary agreements (including but not limited to an underwriting agreement in customary form) and take such other reasonable actions as Holders Imperial or the underwriter(s), if any, reasonably request in order to expedite or facilitate the disposition of such Common Stock; (n) L. obtain such "cold comfort" letter(s) from the Company's independent public accountants, in customary form and covering matters of the type customarily covered by "cold comfort" letter(s), as Holders Imperial or the underwriter(s), if any, shall reasonably request; and (o) M. upon prior notice, make available for reasonable inspection by any underwriter(s) participating in any disposition to be effected pursuant to the Registration Statement Offering Documents and by any attorney, accountant, or other agent retained by any such Person(s), its financial and other records, pertinent corporate documents and properties of the Company, and such opportunities to discuss the business of the Company with its officers, directors, and employees and the independent public accountants who have certified its financial statements as shall be necessary, in the opinions of such underwriters' respective counsels, to conduct a reasonable investigation; provided, that any records, information, or documents that are designated by the Company in writing as confidential shall be kept confidential by each such Person, unless disclosure of such records, information, or documents is required by law, by judicial or administrative order, or in order to defend a claim asserted against such Person in connection with such Offering.