Common use of Transfer of Shares After Registration; Suspension Clause in Contracts

Transfer of Shares After Registration; Suspension. (a) Except in the event that Section 6.2(b) applies, the Company shall: (i) if deemed necessary or advisable by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchasers copies of any documents filed pursuant to Section 6.2(a)(i); and (iii) upon request, inform each Purchaser who so requests that the Company has complied with its obligations in Section 6.2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Purchaser to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser pursuant to Section 6.2(b)(i) when the amendment has become effective). Each Purchaser hereby agrees that if the Company provides such Purchaser notice that the Company deems it necessary to file an amendment or prospectus supplement in accordance with Section 6.2(a)(i) hereof, that each such Purchaser shall immediately cease any and all sales of Registrable Securities under such Registration Statement until such amendment or prospectus supplement has been filed by the Company with the SEC. In addition, upon a Registration Statement Termination Date, each Purchaser hereby agrees that if the Company provides such Purchaser notice of its intention to remove from registration the Registrable Securities covered by such Registration Statement which remain unsold, such Purchaser will discontinue any sales of such Registrable Securities and promptly notify the Company of the number of Registrable Securities registered which remain unsold immediately upon receipt of such notice from the Company.

Transfer of Shares After Registration; Suspension. a. The Company shall (aA) Except in the event that Section 6.2(b) applies, the Company shall: (i) if deemed necessary or advisable by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an 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, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus prospectus will not contain an 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, in light of the circumstances under which they were made, not misleading; (iiB) provide the Purchasers Selling Holders copies of any documents filed pursuant to Section 6.2(a)(i)clause (A) above; and (iiiC) upon request, inform each Purchaser who so requests Selling Holder that the Company has complied with its obligations in Section 6.2(b)(iclause (A) above (or that, if the Company has filed a post-post effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Purchaser Selling Holder to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Selling Holder pursuant to Section 6.2(b)(iclause (A) above when the amendment has become effective). Each Purchaser hereby agrees that if At least three (3) business days prior to the first anticipated filing of a post-effective amendment to the Registration Statement or a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document pursuant to this Section 4(a), the Company provides such Purchaser notice that the Company deems it necessary to file an amendment or prospectus supplement in accordance with Section 6.2(a)(i) hereof, that each such Purchaser shall immediately cease any and all sales of Registrable Securities under such Registration Statement until such amendment or prospectus supplement has been filed by the Company with the SEC. In addition, upon a Registration Statement Termination Date, each Purchaser hereby agrees that if the Company provides such Purchaser notice of its intention to remove from registration the Registrable Securities covered by such Registration Statement which remain unsold, such Purchaser will discontinue any sales provide copies of such Registrable Securities post-effective amendment, supplement or required document(s) to each Selling Holder and promptly notify the Company of the number of Registrable Securities registered which remain unsold immediately upon receipt of such notice from the Companyits respective counsel.

Transfer of Shares After Registration; Suspension. a. The Company shall (aA) Except in the event that Section 6.2(b) applies, the Company shall: (i) if deemed necessary or advisable by the Company, prepare and file from time to time with the SEC a post-post- effective amendment to the Registration Statement or a supplement to the related Prospectus prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an 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, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus prospectus will not contain an 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, in light of the circumstances under which they were made, not misleading; (iiB) provide the Purchasers Selling Holders copies of any documents filed pursuant to Section 6.2(a)(i)clause (A) above; and (iiiC) upon request, inform each Purchaser who so requests Selling Holder that the Company has complied with its obligations in Section 6.2(b)(iclause (A) above (or that, if the Company has filed a post-post effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Purchaser Selling Holder to that effect, will use its commercially reasonable best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Selling Holder pursuant to Section 6.2(b)(iclause (A) above when the amendment has become effective). Each Purchaser hereby agrees that if At least three (3) business days prior to the first anticipated filing of a post-effective amendment to the Registration Statement or a supplement to the related prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document pursuant to this Section 4(a), the Company provides such Purchaser notice that the Company deems it necessary to file an amendment or prospectus supplement in accordance with Section 6.2(a)(i) hereof, that each such Purchaser shall immediately cease any and all sales of Registrable Securities under such Registration Statement until such amendment or prospectus supplement has been filed by the Company with the SEC. In addition, upon a Registration Statement Termination Date, each Purchaser hereby agrees that if the Company provides such Purchaser notice of its intention to remove from registration the Registrable Securities covered by such Registration Statement which remain unsold, such Purchaser will discontinue any sales provide copies of such Registrable Securities post-effective amendment, supplement or required document(s) to each Selling Holder and promptly notify the Company of the number of Registrable Securities registered which remain unsold immediately upon receipt of such notice from the Companyits respective counsel.

Transfer of Shares After Registration; Suspension. Each Investor agrees that it will not effect any Disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except (ai) as contemplated in the Registration Statement referred to in Section 7.1 or pursuant to Rule 144 (or any successor rule) after the Restriction Date and as described below, (ii) with the written consent of the Company, or (iii) on or prior to November 15, 2002, as disclosed in writing to the Company to such other Investors ("Other Investors") as shall be reasonably acceptable to the Company (which Other Investors shall sign a counterpart signature page to this Agreement and shall for all purposes be deemed to be "Investors" hereunder, and Exhibit A shall be appropriately revised), and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding such Investor or its plan of distribution.. Except in the event that Section 6.2(bparagraph (c) below applies, the Company shall: (i) if deemed necessary or advisable by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Purchasers Investors copies of any documents filed pursuant to Section 6.2(a)(i7.2(b)(i); and (iii) upon request, inform each Purchaser who so requests Investor that the Company has complied with its obligations in Section 6.2(b)(i7.2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Purchaser Investors to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser Investors pursuant to Section 6.2(b)(i7.2(b)(i) hereof when the amendment has become effective). Each Purchaser hereby agrees that if . Subject to paragraph (d) below, in the Company provides such Purchaser notice that event: (i) of any request by the Company deems it necessary to file an amendment SEC or prospectus supplement in accordance with Section 6.2(a)(i) hereof, that each such Purchaser shall immediately cease any and all sales other federal or state governmental authority during the period of Registrable Securities under such effectiveness of the Registration Statement until such amendment for amendments or prospectus supplement has been filed supplements to a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the SEC. In addition, upon a suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement Termination Dateor Prospectus, each Purchaser hereby agrees or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that if in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission to state a 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; then the Company provides such Purchaser notice of its intention shall deliver a certificate in writing to remove from registration the Registrable Securities covered by such Registration Statement which remain unsold, such Purchaser will discontinue any sales of such Registrable Securities and promptly notify Investors (the Company "Suspension Notice") to the effect of the number of Registrable Securities registered which remain unsold immediately foregoing and, upon receipt of such notice Suspension Notice, each Investor will refrain from selling any Shares pursuant to the Registration Statement (a "Suspension") until the such Investor's receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable, and in any event within 30 calendar days after delivery of a Suspension Notice to the Investors.. Notwithstanding the foregoing paragraphs of this Section 7.2, no Investor shall be prohibited from selling Shares under the Registration Statement as a result of Suspensions on more than three occasions of not more than 30 calendar days each in any 12-month period, unless, in the good faith judgment of the Company's Board of Directors, after consultation with counsel, the sale of Shares under the Registration Statement in reliance on this paragraph 7.2(d) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in potential liability to the Company.. Provided that a Suspension is not then in effect, each Investor may sell Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. Upon receipt of a request therefor, the Company will promptly provide an adequate number of current Prospectuses to the Investors and to supply copies to any other parties requiring such Prospectuses.. In the event of a sale of Shares by an Investor, such Investor must also deliver to the Company's transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit B, so that the shares may be properly transferred. .