Common use of The Company’s Obligations Clause in Contracts

The Company’s Obligations. When the Company is required by this Section 7.4 to file a Registration Statement to register the resale of all or a portion of the Investment Shares, the Company agrees to: (i) subject to Section 7.4(d) and (e), use its commercially reasonable efforts to cause any such Registration Statement to become and remain continuously effective under the Securities Act for a period of at least twelve months; (ii) subject to Section 7.4(d) and (e), prepare and file with the SEC such amendments and supplements to any such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of at least twelve months; (iii) as far in advance as practicable but at least five Business Days prior to filing a Registration Statement or Prospectus (or any amendment or supplement thereto, other than documents filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference), furnish to the Purchaser, for its review, copies of such Registration Statement or Prospectus (or amendment or supplement) as proposed to be filed; and provided that the Purchaser may request reasonable changes to such Registration Statement or Prospectus (or amendment or supplement) and shall be required to comply therewith (A) if the Purchaser reasonably believes that the provisions in question would have an impact or effect on it, or (B) solely to the extent necessary, if at all, to lawfully complete the filing or maintain the effectiveness thereof; (iv) furnish to the Purchaser such number of conformed copies of any such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits, other than exhibits filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference), such number of copies of the Prospectus included in any such Registration Statement (including each preliminary Prospectus and any summary Prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such Registration Statement or Prospectus, each free writing prospectus incident thereto, and such other documents as the Purchaser may reasonably request, and a copy of any and all transmittal letters or other correspondence to or received from the SEC or any other Governmental Entity or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering; (v) ensure that at the time of pricing the offering of any Investment Shares, any such Registration Statement, Prospectus or Prospectus supplement included in such Registration Statement, as then in effect, and any free writing prospectus related thereto, includes all information necessary such that a seller of such Investment Shares would not be liable under Section 12(a)(2) of the Securities Act, and such offering and the sale of such Investment Shares in connection therewith would not constitute a violation of Section 12(a)(2) of the Securities Act; (vi) notify the Purchaser (which notice shall, pursuant to subclauses (C) through (F) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably practicable (and, in the case of subclause (A)(x) hereof, not less than one Trading Day prior to such filing): (A) (x) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed (other than documents filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference); (y) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on such Registration Statement; and (z) with respect to a Registration Statement or any post-effective amendment (other than documents filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference), when the same has become effective; (B) of any request by the SEC or any other federal or state Governmental Entity for amendments or supplements to a Registration Statement or Prospectus or for additional information; (C) of the issuance by the SEC or any other federal or state Governmental Entity of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Investment Shares or, to the knowledge of the Company, the initiation of any Claim for that purpose; (D) of the receipt by the Company of any written notification with respect to the suspension of the qualification or exemption from qualification of any of the Investment Shares for sale in any jurisdiction, or, to the knowledge of the Company, the initiation or threatening of any Claim for such purpose; and (E) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not 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; (vii) take all commercially reasonable actions required to prevent the entry of any stop order or to promptly remove it if entered and promptly notify the Purchaser of such lifting or withdrawal of such order; (viii) take all commercially reasonable action to ensure that any free writing prospectus utilized in connection with any registration covered by this Section 7.4 complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus and any free writing prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ix) use commercially reasonable efforts to register for resale or qualify all Investment Shares covered by any such Registration Statement under the securities or blue sky laws of such jurisdictions as the Purchaser or any underwriter of such Investment Shares shall request, and promptly notify the Purchaser of the receipt of any notification with respect to the suspension of the qualification of Investment Shares for sale or offer in any such jurisdiction; (x) use commercially reasonable efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things (including commercially reasonable efforts to promptly remove any such suspension) which may be necessary or advisable to enable the Purchaser or any such underwriter to consummate the disposition in such jurisdictions of the Investment Shares covered by any such Registration Statement; provided, that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified, to consent to general service of process in any such jurisdiction or to amend its Certificate of Incorporation or Bylaws; (xi) use its commercially reasonable efforts to list all such Investment Shares covered by any such registration on the Trading Market or such other securities exchange and automated inter-dealer quotation system on which shares of Common Stock of the Company are then listed; (xii) furnish for delivery in connection with the sale of Investment Shares pursuant to a registration effected pursuant to Section 7.4(a) unlegended certificates representing ownership of the Investment Shares being sold in such denominations as shall be requested by the Purchaser, subject to receipt of undertakings by the Purchaser regarding compliance with the terms hereof, but only in connection with the actual sale of such Investment Shares; and (xiii) otherwise comply in all material respects with all applicable securities laws, including the rules and regulations of the SEC.

The Company’s Obligations. When the Company is required As to each offering of Common Stock covered by this a registration statement referred to in Section 7.4 to file a Registration Statement to register the resale of all or a portion of the Investment Shares1.1, the Company agrees toshall: (a) Use its best effort to have such registration statement declared effective as promptly as reasonably practicable on or after such time and date as specified by Teijin and will promptly notify Teijin and its underwriters, if any, and confirm such advice in writing (i) subject to Section 7.4(d) and (e)when such registration statement has become effective, use its commercially reasonable efforts to cause any such Registration Statement to become and remain continuously effective under the Securities Act for a period of at least twelve months; (ii) subject to Section 7.4(d) and (e), prepare and file with the SEC such amendments and supplements when any post-effective amendment to any such Registration Statement registration statement becomes effective and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of at least twelve months; (iii) as far in advance as practicable but at least five Business Days prior to filing a Registration Statement or Prospectus (or of any request by the SEC for any amendment or supplement thereto, other than documents filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference), furnish to the Purchaser, for its review, copies of such Registration Statement or Prospectus (or amendment or supplement) as proposed to be filed; and provided that the Purchaser may request reasonable changes to such Registration Statement registration statement or Prospectus (any prospectus relating thereto or amendment or supplement) and shall be required to comply therewith (A) if the Purchaser reasonably believes that the provisions in question would have an impact or effect on it, or (B) solely to the extent necessary, if at all, to lawfully complete the filing or maintain the effectiveness thereoffor additional information; (ivb) furnish Furnish to Teijin or the Purchaser such number of conformed copies of any such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits, other than exhibits filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference), underwriters such number of copies of the Prospectus included in any such Registration Statement prospectus (including each any preliminary Prospectus and any summary Prospectus), prospectus) in conformity with the requirements of the Securities Act, as Teijin may reasonably request in order to effect the offering and sale of the shares of Common Stock being offered and sold by Teijin, but only while the Company is required under the provisions hereof to cause the registration statement to remain current; (c) Use the best efforts to register or qualify not later than the effective date of such documents incorporated registration statement the shares of Common Stock held by reference in Teijin registered thereunder under the "blue sky" laws of such Registration Statement or Prospectus, each free writing prospectus incident thereto, and such other documents states as the Purchaser Teijin may reasonably request; provided, and however, that the Company shall not be obligated to qualify as a copy foreign corporation or as a dealer in securities or to execute or file any general consent to service of process under the laws of any and all transmittal letters such state where it is not at such time so qualified or other correspondence to or received subject; and (d) For a period of at least 90 days from the SEC or any other Governmental Entity or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering; (v) ensure that at the time of pricing the offering of any Investment Shares, any such Registration Statement, Prospectus or Prospectus supplement included in such Registration Statement, as then in effect, and any free writing prospectus related thereto, includes all information necessary such that a seller of such Investment Shares would not be liable under Section 12(a)(2) effective date of the Securities Actregistration statement, keep such registration statement in effect and such offering current and from time to time amend or supplement the registration statement and the sale of such Investment Shares prospectus in connection therewith would not constitute a violation of Section 12(a)(2) in compliance with the Securities Act and the rules and regulations adopted thereunder to permit the sale or distribution of the Securities Act; (vi) notify the Purchaser (which notice shall, pursuant to subclauses (C) through (F) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably practicable (and, in the case of subclause (A)(x) hereof, not less than one Trading Day prior to such filing): (A) (x) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed (other than documents filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference); (y) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on such Registration Statement; and (z) shares with respect to a Registration Statement or any post-effective amendment (other than documents filed under the Exchange Act that amend or supplement which such Registration Statement through incorporation by reference), when the same has registration statement shall have become effective; (B) of . If at any request by time the SEC should institute or threaten to institute any other federal proceedings for the purpose of issuing, or state Governmental Entity for amendments or supplements to should issue a Registration Statement or Prospectus or for additional information; (C) of the issuance by the SEC or any other federal or state Governmental Entity of any stop order suspending the effectiveness of a Registration Statement covering any such registration statement, the Company will promptly notify Teijin and will use its best efforts to prevent the issuance of any such stop order or all to obtain the withdrawal thereof as soon as possible. The Company will advise Teijin promptly of the Investment Shares or, any order or communication of any public board or body addressed to the knowledge of Company suspending or threatening to suspend the Company, the initiation of any Claim for that purpose; (D) of the receipt by the Company of any written notification with respect to the suspension of the qualification or exemption from qualification of any of the Investment Shares shares of Common Stock for sale in any jurisdiction, or, to the knowledge of the Company, the initiation or threatening of any Claim for such purpose; and (E) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not 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; (vii) take all commercially reasonable actions required to prevent the entry of any stop order or to promptly remove it if entered and promptly notify the Purchaser of such lifting or withdrawal of such order; (viii) take all commercially reasonable action to ensure that any free writing prospectus utilized in connection with any registration covered by this Section 7.4 complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus and any free writing prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ix) use commercially reasonable efforts to register for resale or qualify all Investment Shares covered by any such Registration Statement under the securities or blue sky laws of such jurisdictions as the Purchaser or any underwriter of such Investment Shares shall request, and promptly notify the Purchaser of the receipt of any notification with respect to the suspension of the qualification of Investment Shares for sale or offer in any such jurisdiction; (x) use commercially reasonable efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things (including commercially reasonable efforts to promptly remove any such suspension) which may be necessary or advisable to enable the Purchaser or any such underwriter to consummate the disposition in such jurisdictions of the Investment Shares covered by any such Registration Statement; provided, that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified, to consent to general service of process in any such jurisdiction or to amend its Certificate of Incorporation or Bylaws; (xi) use its commercially reasonable efforts to list all such Investment Shares covered by any such registration on the Trading Market or such other securities exchange and automated inter-dealer quotation system on which shares of Common Stock of the Company are then listed; (xii) furnish for delivery in connection with the sale of Investment Shares pursuant to a registration effected pursuant to Section 7.4(a) unlegended certificates representing ownership of the Investment Shares being sold in such denominations as shall be requested by the Purchaser, subject to receipt of undertakings by the Purchaser regarding compliance with the terms hereof, but only in connection with the actual sale of such Investment Shares; and (xiii) otherwise comply in all material respects with all applicable securities laws, including the rules and regulations of the SECJurisdiction.

The Company’s Obligations. When the Company is required by this Section 7.4 to file a Registration Statement 5 to register shares of Company Common Stock under the resale of all or a portion of the Investment SharesSecurities Act, then the Company agrees toshall: (i) subject prepare and file with the SEC a registration statement on Form S-3 with respect to Section 7.4(d) the shares requested to be registered and (e), use its commercially reasonable best efforts to cause any such Registration Statement the registration statement to become and remain continuously effective under to the Securities Act extent and for the time customary in connection with a period of at least twelve monthsfirm-commitment underwriting; (ii) subject to Section 7.4(d) and (e), prepare and file with the SEC such amendments to the registration statement and supplements to any such Registration Statement and the Prospectus used in connection therewith prospectus contained therein as may be necessary to keep such Registration Statement the registration statement effective to the extent and for the time customary in connection with a period of at least twelve monthsfirm-commitment underwriting; (iii) as far in advance as practicable but at least five Business Days prior to filing a Registration Statement or Prospectus (or any amendment or supplement thereto, other than documents filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference), furnish to the Purchaser, for its review, copies of such Registration Statement or Prospectus participating Shareholders (or amendment or supplement) as proposed to be filed; and provided that the Purchaser may request reasonable changes to such Registration Statement or Prospectus (or amendment or supplement) and shall be required to comply therewith (A) if the Purchaser reasonably believes that the provisions in question would have an impact or effect on it, or (B) solely to the extent necessary, if at all, to lawfully complete underwriter of the filing or maintain the effectiveness thereof; (ivsecurities being registered) furnish to the Purchaser such number of conformed copies of any such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits, other than exhibits filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference), such a reasonable number of copies of the Prospectus included in any such Registration Statement registration statement, preliminary prospectus (including each preliminary Prospectus and any summary Prospectusif any), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such Registration Statement or Prospectus, each free writing prospectus incident theretofinal prospectus, and such other documents as such Shareholders or the Purchaser underwriter may reasonably requestrequest in order to facilitate the sale of the shares; (iv) notify the participating Shareholders, and promptly after the Company receives notice thereof, of the time when the registration statement has become effective or a copy supplement to any prospectus forming a part of any and all transmittal letters or other correspondence to or received from the SEC or any other Governmental Entity or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offeringregistration statement has been filed; (v) ensure that at the time of pricing the offering of any Investment Shares, any such Registration Statement, Prospectus or Prospectus supplement included in such Registration Statement, as then in effect, and any free writing prospectus related thereto, includes all information necessary such that a seller of such Investment Shares would not be liable under Section 12(a)(2) of the Securities Act, and such offering and the sale of such Investment Shares in connection therewith would not constitute a violation of Section 12(a)(2) of the Securities Act; (vi) notify the Purchaser (which notice shall, pursuant to subclauses (C) through (F) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as participating Shareholders promptly as reasonably practicable (and, in the case of subclause (A)(x) hereof, not less than one Trading Day prior to such filing): (A) (x) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed (other than documents filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference); (y) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on such Registration Statement; and (z) with respect to a Registration Statement or any post-effective amendment (other than documents filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference), when the same has become effective; (B) of any request by the SEC for the amending or any other federal supplementing of the registration statement or state Governmental Entity for amendments or supplements to a Registration Statement or Prospectus prospectus or for additional information; (Cvi) prepare and file with the SEC, promptly upon the request of the issuance by the SEC participating Shareholders, any amendments or any other federal or state Governmental Entity of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Investment Shares or, supplements to the knowledge of the Company, the initiation of any Claim for that purpose; (D) of the receipt by the Company of any written notification with respect to the suspension of the qualification registration statement or exemption from qualification of any of the Investment Shares for sale in any jurisdiction, or, to the knowledge of the Company, the initiation or threatening of any Claim for such purpose; and (E) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or that requires any revisions to a Registration Statement, Prospectus or other documents so prospectus that, in the case reasonable opinion of a Registration Statement counsel for such Shareholders (and agreed with by counsel for the Company), is required under the Securities Act or the Prospectusrules and regulations thereunder in connection with the distribution of the shares; (vii) prepare and promptly file with the SEC, and promptly notify the Shareholders of, any filing of the amendment or supplement to the registration statement or prospectus as may be necessary to correct any statements or omissions if, at the case may betime when a prospectus relating to those securities is required to be delivered under the Securities Act, it will not contain the prospectus or any other prospectus 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, in the light of the circumstances under in which they were made, not misleading; (viiviii) take all commercially advise the participating Shareholders promptly after it receives notice of the issuance of any stop order by the SEC suspending the effectiveness of the registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable actions required best efforts to prevent the entry issuance of any stop order or to promptly remove it obtain its withdrawal if entered and promptly notify the Purchaser of such lifting or withdrawal of such order; (viii) take all commercially reasonable action to ensure that any free writing prospectus utilized in connection with any registration covered by this Section 7.4 complies in all material respects with the Securities Act, a stop order is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby issued; and, when taken together with the related Prospectus and any free writing prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ix) use commercially reasonable efforts include in the registration statement and any related prospectus filed pursuant to register for resale or qualify all Investment Shares covered by any such Registration Statement this Section a provision in substantially the form of Annex B hereto under the securities or blue sky laws caption “Plan of such jurisdictions as the Purchaser or any underwriter of such Investment Shares shall requestDistribution”, and promptly notify include in any supplement to any prospectus filed in connection with an underwritten offering, language mutually agreed upon by the Purchaser of Company, the receipt of selling Shareholder or Shareholders and the applicable underwriter, investment bank or affiliate thereof describing any notification arrangements entered into by such underwriter, investment bank or affiliate thereof to hedge its economic exposure with respect to the suspension any derivative transaction entered into between such underwriter, investment bank or affiliate thereof and any of the qualification of Investment Shares for sale or offer in any such jurisdiction; (x) use commercially reasonable efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things (including commercially reasonable efforts to promptly remove any such suspension) which may be necessary or advisable to enable the Purchaser or any such underwriter to consummate the disposition in such jurisdictions of the Investment Shares covered by any such Registration Statement; provided, that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified, to consent to general service of process in any such jurisdiction or to amend its Certificate of Incorporation or Bylaws; (xi) use its commercially reasonable efforts to list all such Investment Shares covered by any such registration on the Trading Market or such other securities exchange and automated inter-dealer quotation system on which shares of Common Stock of the Company are then listed; (xii) furnish for delivery in connection with the sale of Investment Shares pursuant to a registration effected pursuant to Section 7.4(a) unlegended certificates representing ownership of the Investment Shares being sold in such denominations as shall be requested by the Purchaser, subject to receipt of undertakings by the Purchaser regarding compliance with the terms hereof, but only in connection with the actual sale of such Investment Shares; and (xiii) otherwise comply in all material respects with all applicable securities laws, including the rules and regulations of the SECselling Shareholders.

The Company’s Obligations. When the Company is required by In addition to its other obligations under this Section 7.4 to file a Registration Statement to register the resale of all or a portion of the Investment Shares6, the Company agrees toshall: (i) subject to Section 7.4(d) and (e), use its commercially reasonable efforts to cause any such Registration Statement to become and remain continuously effective under the Securities Act for a period of at least twelve months; (ii) subject to Section 7.4(d) and (e), prepare and file with the SEC such amendments to the Shelf Registration Statement and supplements to any such Registration Statement and the Prospectus used in connection therewith prospectus contained therein as may be necessary to keep such the Shelf Registration Statement effective for a period of at least twelve monthsthe Effectiveness Period; (iii) as far in advance as practicable but at least five Business Days prior to filing a Registration Statement or Prospectus (or any amendment or supplement thereto, other than documents filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference), furnish to the Purchaser, for its review, copies of such Registration Statement or Prospectus (or amendment or supplement) as proposed to be filed; and provided that the Purchaser may request reasonable changes to such Registration Statement or Prospectus (or amendment or supplement) and shall be required to comply therewith (A) if the Purchaser reasonably believes that the provisions in question would have an impact or effect on it, or (B) solely to the extent necessary, if at all, to lawfully complete the filing or maintain the effectiveness thereof; (ivii) furnish to the Purchaser such number Original Shareholders (and to the underwriter of conformed copies of any such Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits, other than exhibits filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference), such securities being registered) a reasonable number of copies of the Prospectus included in any such Shelf Registration Statement Statement, preliminary prospectus (including each preliminary Prospectus and any summary Prospectusif any), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such Registration Statement or Prospectus, each free writing prospectus incident theretofinal prospectus, and such other documents as such Original Shareholders or the Purchaser underwriter may reasonably request, and a copy request in order to facilitate the sale of any and all transmittal letters or other correspondence to or received from the SEC or any other Governmental Entity or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offeringshares; (viii) ensure that at notify the Original Shareholders, promptly after the Company receives notice thereof, of the time of pricing when the offering of Shelf Registration Statement has become effective or a supplement to any Investment Shares, any such Registration Statement, Prospectus or Prospectus supplement included in such Registration Statement, as then in effect, and any free writing prospectus related thereto, includes all information necessary such that forming a seller of such Investment Shares would not be liable under Section 12(a)(2) part of the Securities Act, and such offering and the sale of such Investment Shares in connection therewith would not constitute a violation of Section 12(a)(2) of the Securities ActShelf Registration Statement has been filed; (viiv) notify the Purchaser (which notice shall, pursuant to subclauses (C) through (F) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as Original Shareholders promptly as reasonably practicable (and, in the case of subclause (A)(x) hereof, not less than one Trading Day prior to such filing): (A) (x) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed (other than documents filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference); (y) when the SEC notifies the Company whether there will be a “review” of such Registration Statement and whenever the SEC comments in writing on such Registration Statement; and (z) with respect to a Registration Statement or any post-effective amendment (other than documents filed under the Exchange Act that amend or supplement such Registration Statement through incorporation by reference), when the same has become effective; (B) of any request by the SEC for the amending or any other federal or state Governmental Entity for amendments or supplements to a supplementing of the Shelf Registration Statement or Prospectus prospectus or for additional information; (Cv) prepare and file with the SEC, promptly upon the request of the issuance by Original Shareholders, any amendments or supplements to the SEC or any other federal or state Governmental Entity of any stop order suspending the effectiveness of a Shelf Registration Statement covering any or all of the Investment Shares or, to the knowledge of the Company, the initiation of any Claim for that purpose; (D) of the receipt by the Company of any written notification with respect to the suspension of the qualification or exemption from qualification of any of the Investment Shares for sale in any jurisdiction, or, to the knowledge of the Company, the initiation or threatening of any Claim for such purpose; and (E) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or that requires any revisions to a Registration Statement, Prospectus or other documents so prospectus that, in the case reasonable opinion of a counsel for the Original Shareholders (and agreed with by counsel for the Company), is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the shares; (vi) prepare and promptly file with the SEC, and promptly notify the Original Shareholders of, any filing of the amendment or supplement to the Shelf Registration Statement or prospectus as may be necessary to correct any statements or omissions if, at the Prospectustime when a prospectus relating to those securities is required to be delivered under the Securities Act, the prospectus or any other prospectus as the case may be, it will not contain any 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, in the light of the circumstances under in which they were made, not misleading; (vii) take all commercially advise the Original Shareholders promptly after it receives notice of the issuance of any stop order by the SEC suspending the effectiveness of the Shelf Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable actions required best efforts to prevent the entry issuance of any stop order or to promptly remove it obtain its withdrawal if entered and promptly notify the Purchaser of such lifting or withdrawal of such order;a stop order is issued; and (viii) take all commercially reasonable action before filing any Shelf Registration Statement or prospectus or any amendment or supplement thereto (other than documents incorporated by reference into such Shelf Registration Statement), provide to ensure that any free writing prospectus utilized in connection with any registration covered by this Section 7.4 complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus each Original Shareholder and any free writing prospectus, will not contain any untrue statement of its counsel a material fact or omit to state a material fact necessary to make the statements therein, in light copy of the circumstances under which they were made, document to be filed and allow not misleading;less than five (5) business days to review and comment on such document. (ix) use commercially reasonable efforts to register for resale or qualify all Investment Shares covered by include a provision in substantially the form presented in Section 5(d)(ix) above in any such Shelf Registration Statement under the securities or blue sky laws of such jurisdictions as the Purchaser or and any underwriter of such Investment Shares shall request, and promptly notify the Purchaser of the receipt of any notification with respect to the suspension of the qualification of Investment Shares for sale or offer in any such jurisdiction; (x) use commercially reasonable efforts to obtain all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things (including commercially reasonable efforts to promptly remove any such suspension) which may be necessary or advisable to enable the Purchaser or any such underwriter to consummate the disposition in such jurisdictions of the Investment Shares covered by any such Registration Statement; provided, that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any such jurisdiction wherein it is not so qualified, to consent to general service of process in any such jurisdiction or to amend its Certificate of Incorporation or Bylaws; (xi) use its commercially reasonable efforts to list all such Investment Shares covered by any such registration on the Trading Market or such other securities exchange and automated inter-dealer quotation system on which shares of Common Stock of the Company are then listed; (xii) furnish for delivery in connection with the sale of Investment Shares pursuant to a registration effected pursuant to Section 7.4(a) unlegended certificates representing ownership of the Investment Shares being sold in such denominations as shall be requested by the Purchaser, subject to receipt of undertakings by the Purchaser regarding compliance with the terms hereof, but only in connection with the actual sale of such Investment Shares; and (xiii) otherwise comply in all material respects with all applicable securities laws, including the rules and regulations of the SECrelated prospectus.