Common use of Obligations of Parent Clause in Contracts

Obligations of Parent. (a) Except as set forth in Sections 2 and 3, Parent shall (i) use commercially reasonable efforts to keep the Registration Statement continuously effective until the first anniversary of the effective date of the Registration Statement; provided, however, that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) of the Securities Act or (B) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the incorporation by reference of information required to be included in (A) and (B) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the Registration Statement; (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement; (iii) furnish to the Holders such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), as the Holders may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause such Registration Statement to remain current; (iv) use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by such Registration Statement under the securities or "blue sky" laws of such jurisdictions as the Holders shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified) unless Parent is already subject to service in such jurisdiction, and take all actions which may be reasonably necessary to enable the Holders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; (v) cause all such Registrable Securities to be listed on each securities exchange or securities trading system (if any) on which similar securities issued by Parent are then listed; (vi) as long as such Registration Statement remains effective, promptly prepare, file and furnish to the Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vii) furnish copies of prospectuses to any national securities exchange (if any) upon which the Registrable Securities are listed in compliance with Rule 153 adopted pursuant to the Securities Act, or any similar rule as in effect from time to time, so as to enable all the Holders to rely on such Rule for sales of Registrable Securities through the facilities of such national securities exchange; and (viii) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

Obligations of Parent. (a) Except as set forth in Sections 2 and 3In the case of each offering of Registrable Securities made pursuant to Section 9 or 10 of this Agreement, Parent shall agrees to (i) prepare and file with the Securities and Exchange Commission (the "SEC") on one or more registration statements in accordance with Section 9 or 10, as applicable with respect to the shares of Registrable Securities, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective until the first anniversary of the effective date of the Registration Statement; provided, however, that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation cause such registration statement to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) of the Securities Act or (B) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the incorporation by reference of information required to be included in (A) and (B) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the Registration Statementbecome effective; (ii) except as provided herein, keep such registration statement effective until the earlier of the sale of all of the shares of Registrable Securities so registered or 90 days after the effectiveness of such registration statement; (iii) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by proposed to be registered in such Registration Statementregistration statement in order to keep such registration statement effective until the earlier of the sale of all of the shares of Registrable Securities so registered or 90 days after the effectiveness of such registration statement; (iiiiv) furnish to the Holders without charge such number of copies of such registration statement, each amendment and supplement thereto, and any prospectus (including any preliminary prospectus and any amended or supplemented prospectus)) in conformity with the requirements of the Securities Act, and such other documents as the Holders may reasonably request in order to effect the offering and sale of the shares of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause such Registration Statement the registration statement to remain current; (ivv) use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by such Registration Statement registration statement under the securities or "blue sky" sky laws of such jurisdictions as the Holders shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified) unless Parent is already subject to service ), keep such registration or qualification in effect for as long as such jurisdictionregistration statement remains in effect, and take do any and all actions other acts or things which may be reasonably necessary or advisable to enable the Holders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; (vvi) cause all such Registrable Securities to be listed on each securities exchange or securities trading system (if any) on which similar securities issued by Parent are then listed, and enter into such customary agreements as may be required in furtherance thereof, including, without limitation, listing applications and indemnification agreements in customary form; (vivii) notify the Holders upon the happening of any event as a result of which, or the discovery that, the prospectus included in such registration statement, as then in effect, 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; (viii) so long as such Registration Statement the registration statement remains effective, promptly prepare, file and furnish to the Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (viiix) furnish copies notify the Holders, promptly after it shall receive notice thereof, of prospectuses the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any national prospectus forming a part of such registration statement has been filed; (x) notify the Holders promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information; and (xi) advise the Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of the registration statement or the issuance by any state securities exchange (if any) upon which commission or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities are listed in compliance with Rule 153 adopted pursuant to the Securities Actunder state securities or "blue sky" laws, or the initiation or threatening of any similar rule as in effect from time proceeding for that purpose, and promptly use its commercially reasonable efforts to time, so as prevent the issuance of any stop order or other order or to enable all the Holders to rely on obtain its withdrawal if such Rule for sales of Registrable Securities through the facilities of such national securities exchange; and (viii) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationstop order should be issued.

Obligations of Parent. (a) Except as set forth in Sections 2 and 3In the case of each offering of Registrable Securities made pursuant to Section 4 or 5 of this Agreement, Parent shall agrees to (i) prepare and file with the Securities and Exchange Commission (the "SEC") on one or more registration statements in accordance with Section 4 or 5, as applicable with respect to the shares of Registrable Securities, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective until the first anniversary of the effective date of the Registration Statement; provided, however, that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation cause such registration statement to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) of the Securities Act or (B) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the incorporation by reference of information required to be included in (A) and (B) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the Registration Statementbecome effective; (ii) except as provided herein, keep such registration statement effective until the earlier of the sale of all of the shares of Registrable Securities so registered or 90 days after the effectiveness of such registration statement; (iii) promptly prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the prospectus used in connection with such Registration Statement therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by proposed to be registered in such Registration Statementregistration statement in order to keep such registration statement effective until the earlier of the sale of all of the shares of Registrable Securities so registered or 90 days after the effectiveness of such registration statement; (iiiiv) furnish to the Holders without charge such number of copies of such registration statement, each amendment and supplement thereto, and any prospectus (including any preliminary prospectus and any amended or supplemented prospectus)) in conformity with the requirements of the Securities Act, and such other documents as the Holders may reasonably request in order to effect the offering and sale of the shares of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause such Registration Statement the registration statement to remain current; (ivv) use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by such Registration Statement registration statement under the securities or "blue sky" sky laws of such jurisdictions as the Holders shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified) unless Parent is already subject to service ), keep such registration or qualification in effect for as long as such jurisdictionregistration statement remains in effect, and take do any and all actions other acts or things which may be reasonably necessary or advisable to enable the Holders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; (vvi) cause all such Registrable Securities to be listed on each securities exchange or securities trading system (if any) on which similar securities issued by Parent are then listed; (vi) as long as , and enter into such Registration Statement remains effective, promptly prepare, file and furnish to the Holders a reasonable number of copies of a supplement to or an amendment of such prospectus customary agreements as may be necessary so thatrequired in furtherance thereof, as thereafter delivered to the purchasers of the Registrable Securitiesincluding, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading without limitation, listing applications and indemnification agreements in the light of the circumstances then existing; (vii) furnish copies of prospectuses to any national securities exchange (if any) upon which the Registrable Securities are listed in compliance with Rule 153 adopted pursuant to the Securities Act, or any similar rule as in effect from time to time, so as to enable all the Holders to rely on such Rule for sales of Registrable Securities through the facilities of such national securities exchange; and (viii) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.customary

Obligations of Parent. (a) Except as set forth in Sections 2 and 3, Parent shall (i) use commercially reasonable efforts to keep cause the Registration Statement continuously Form S-3 to become effective until the first anniversary of the effective date of the Registration Statement; provided, however, that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, as provided in Section 2 and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) of the Securities Act or (B) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the incorporation by reference of information required to be included in (A) and (B) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the Registration Statement; (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement the registration statement and the prospectus used in connection with such Registration Statement therewith as may be necessary to comply keep, and shall use commercially reasonable efforts to keep, the Form S-3 continuously effective in compliance with the provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to it with respect to the disposition of all securities Registerable Securities covered by such Registration Statementthe Form S-3 until the earlier to occur of (A) the sale of all of the Registrable Securities so registered, (B) the date when all Registrable Securities can be sold within a given three-month period without compliance with the registration requirements of the Securities Act pursuant to Rule 144 or other applicable exemption, and (C) the second anniversary of the Effective Time; (iiiii) furnish to the Holders Company Stockholders such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), as the Holders Company Stockholders may reasonably request in order to effect the offering and sale of the shares of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause such Registration Statement Form S-3 to remain current; (iviii) use its commercially reasonable efforts to register or qualify (and to keep each such registration and qualification effective, including through new filings, renewals or amendments during the period such registration statement is required to be kept effective) the shares of the Registrable Securities covered by such Registration Statement Form S-3 under the securities or "blue sky" sky laws of such jurisdictions as the Holders any Company Stockholder shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified) unless Parent is already subject to service in such jurisdiction), and take do any and all actions other acts or things which may be reasonably necessary or advisable to enable the Holders Company Stockholders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; (viv) cause all such Registrable Securities to be listed on each the Nasdaq Stock Market or such other securities exchange or securities trading system (if any) on which similar securities issued by Parent are then listed; (v) notify the Company Stockholders upon the happening of any event as a result of which the prospectus included in such Form S-3, as then in effect, 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 the light of the circumstances then existing; (vi) as so long as such Registration Statement the Form S-3 remains effective, subject to Section 3 above, promptly prepare, file with the SEC and furnish to the Holders Company Stockholders a reasonable number of copies of a supplement to or an amendment of the Form S-3 or such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, the Form S-3 or such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vii) notify the Company Stockholders in writing within 2 days after it shall receive notice thereof, of the date and time any Form S-3 and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such Form S-3 has been filed; (viii) notify the Company Stockholders in writing promptly of any request by the SEC for the amending or supplementing of such Form S-3 or prospectus or for additional information; (ix) notify the Company Stockholders in writing promptly after it shall receive notice or obtain knowledge thereof, of the issuance, threat or contemplation of any stop order by the SEC preventing or suspending the effectiveness of any Form S-3 or the initiation or threatening of any proceeding for that purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (x) at least 3 days before the filing of the Form S-3 or prospectus or amendments or supplements thereto, furnish to counsel for the Company Stockholders copies of prospectuses all such documents proposed to be filed; (xi) cooperate with the Company Stockholders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any national securities exchange restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the Company Stockholders may reasonably request; and (if anyxii) upon which execution and delivery of such confidentiality agreements as Parent shall reasonably request, make available for inspection by any Company Stockholder and by any attorney, accountant or other agent retained by any Company Stockholder pertinent financial and other records, pertinent corporate documents and properties of Parent and cause the Registrable Securities are listed Parent's officers, directors and employees to supply all information reasonably requested by any such Company Stockholder, underwriter, attorney, accountant or agent in compliance connection with Rule 153 adopted pursuant such Form S-3, all as necessary to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act, or any similar rule as in effect from time to time, so as to enable all the Holders to rely on such Rule for sales of Registrable Securities through the facilities of such national securities exchange; and (viii) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

Obligations of Parent. (a) Except as set forth in Sections 2 and 3, Parent shall (i) use commercially reasonable efforts to keep the Registration Statement continuously effective until the first anniversary of the effective date of the Registration Statement; provided, however, that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) of the Securities Act or (B) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the incorporation by reference of information required to be included in (A) and (B) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the Registration Statement; (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used a Form S-3 in connection accordance with such Registration Statement as may be necessary to comply with the provisions of the Securities Act Section 2 hereof with respect to the disposition shares of Registrable Securities and shall use reasonable best efforts to cause such Form S-3 to become effective as provided in Section 2 and to keep such Form S-3 continuously effective until the earlier to occur of (A) the sale of all securities covered by such Registration Statementof the Registrable Securities so registered or (B) October , 2000; (iiiii) furnish to the Holders each Company Shareholder such number of copies of the Form S-3 and any prospectus (including any preliminary prospectus and any amended or supplemented prospectus)) and all documents incorporated by reference, as the Holders such Company Shareholder may reasonably request in order to effect the offering and sale of the shares of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause such Registration Statement Form S-3 to remain currenteffective; (iviii) use its commercially reasonable best efforts to register or qualify the shares of the Registrable Securities covered by such Registration Statement Form S-3 under the securities or "blue sky" sky laws of such jurisdictions as the Holders each Company Shareholder shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified) unless Parent is already subject to service in such jurisdiction), and take do any and all actions other acts or things which may be reasonably necessary or advisable to enable the Holders Company Shareholders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; (iv) use its reasonable best efforts to provide a CUSIP number for the Registrable Securities not later than the effective date of the registration; (v) use its reasonable efforts to comply with all applicable rules and regulation of the SEC; (vi) cause all such Registrable Securities to be listed on each securities exchange or securities trading system (if any) National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (vivii) notify the Company Shareholders upon the happening of any event as a result of which the prospectus included in such Form S-3, as then in effect, 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 the light of the circumstances then existing; (viii) so long as such Registration Statement the Form S-3 remains effective, promptly prepare, file and furnish to the Holders Company Shareholders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (viiix) furnish copies notify the Company Shareholders promptly after it shall receive notice thereof; of prospectuses the date and time any Form S-3 and each post- effective amendment thereto has become effective or a supplement to any national securities exchange (if any) upon which the Registrable Securities are listed in compliance with Rule 153 adopted pursuant to the Securities Act, or any similar rule as in effect from time to time, so as to enable all the Holders to rely on such Rule for sales of Registrable Securities through the facilities prospectus forming a part of such national securities exchangeForm S-3 has been filed; (x) advise the Company Shareholders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of any Form S-3 or the initiation or threatening of any proceeding for that purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; and (viiixi) provide deliver unlegended securities for delivery in connection with closing an offering of any registered securities pursuant to a transfer agent and registrar for all Registrable Securities registered registration effected pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registrationto this Agreement.

Obligations of Parent. (a) Except as set forth in Sections 2 and 3, Parent shall (i) use commercially reasonable efforts to keep the Registration Statement continuously effective until the first anniversary of the effective date of the Registration Statement; provided, however, that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) of the Securities Act or (B) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the incorporation by reference of information required to be included in (A) and (B) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the Registration Statement; (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used Form S-3 in connection accordance with such Registration Statement as may be necessary to comply with the provisions of the Securities Act Section 2 hereof with respect to the disposition shares of Registrable Securities and shall use commercially reasonable efforts to cause such Form S-3 to become effective as provided in Section 2 and to keep such Form S-3 continuously effective until the earlier to occur of (A) the sale of all securities covered by such Registration Statementof the Registrable Securities so registered and (B) the first anniversary of the Effective Time; (iiiii) furnish to the Holders Company Shareholders such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), as the Holders Company Shareholders may reasonably request in order to effect the offering and sale of the shares of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause such Registration Statement Form S-3 to remain current; (iviii) use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by such Registration Statement Form S-3 under the securities or "blue sky" sky laws of such jurisdictions as the Holders Company Shareholders shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified) unless Parent is already subject to service in such jurisdiction), and take do any and all actions other acts or things which may be reasonably necessary or advisable to enable the Holders Company Shareholders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; (viv) cause all such Registrable Securities to be listed on each securities exchange or securities trading system (if any) National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (v) notify the Company Shareholders upon the happening of any event as a result of which the prospectus included in such Form S-3, as then in effect, 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 the light of the circumstances then existing; (vi) as so long as such Registration Statement the Form S-3 remains effective, promptly prepare, file and furnish to the Holders Company Shareholders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vii) furnish copies notify the Company Shareholders promptly after it shall receive notice thereof, of prospectuses the date and time any Form S-3 and each post-effective amendment thereto has become effective or a supplement to any national securities exchange (if any) upon which the Registrable Securities are listed in compliance with Rule 153 adopted pursuant to the Securities Act, or any similar rule as in effect from time to time, so as to enable all the Holders to rely on such Rule for sales of Registrable Securities through the facilities prospectus forming a part of such national securities exchangeForm S-3 has been filed; (viii) notify the Company Shareholders promptly of any request by the SEC for the amending or supplementing of such Form S-3 or prospectus or for additional information; and (viiiix) provide a transfer agent advise the Company Shareholders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of any Form S-3 or the initiation or threatening of any proceeding for that purpose and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such Registrable Securities, in each case not later than the effective date of such registrationstop order should be issued.

Obligations of Parent. (a) Except as set forth in Sections 2 and 3, Parent shall (i) use commercially reasonable efforts to keep the Registration Statement continuously effective until the first anniversary of the effective date of the Registration Statement; provided, however, that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) of the Securities Act or (B) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the incorporation by reference of information required to be included in (A) and (B) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the Registration Statement; (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used Form S-3 in connection accordance with such Registration Statement as may be necessary to comply with the provisions of the Securities Act Section 2 hereof with respect to the disposition shares of Registrable Securities and shall use commercially reasonable efforts to cause such Form S-3 to become effective as provided in Section 2 and to keep such Form S-3 continuously effective until the earlier to occur of (A) the sale of all securities covered by such Registration Statementof the Registrable Securities so registered and (B) the first anniversary of the Effective Time; (iiiii) furnish to the Holders Company Stockholders such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), as the Holders Company Stockholders may reasonably request in order to effect the offering and sale of the shares of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause such Registration Statement Form S-3 to remain current; (iviii) use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by such Registration Statement Form S-3 under the securities or "blue sky" sky laws of such jurisdictions as the Holders Company Stockholders shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified) unless Parent is already subject to service in such jurisdiction), and take do any and all actions other acts or things which may be reasonably necessary or advisable to enable the Holders Company Stockholders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; (viv) cause all such Registrable Securities to be listed on each securities exchange or securities trading system (if any) National Association of Securities Dealers, Inc. Automated Quotation System on which similar securities issued by Parent are then listed; (v) notify the Company Stockholders upon the happening of any event as a result of which the prospectus included in such Form S-3, as then in effect, 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 the light of the circumstances then existing; (vi) as so long as such Registration Statement the Form S-3 remains effective, promptly prepare, file and furnish to the Holders Company Stockholders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vii) furnish copies notify the Company Stockholders promptly after it shall receive notice thereof, of prospectuses the date and time any Form S-3 and each post-effective amendment thereto has become effective or a supplement to any national securities exchange (if any) upon which the Registrable Securities are listed in compliance with Rule 153 adopted pursuant to the Securities Act, or any similar rule as in effect from time to time, so as to enable all the Holders to rely on such Rule for sales of Registrable Securities through the facilities prospectus forming a part of such national securities exchangeForm S-3 has been filed; (viii) notify the Company Stockholders promptly of any request by the SEC for the amending or supplementing of such Form S-3 or prospectus or for additional information; and (viiiix) provide a transfer agent advise the Company Stockholders promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of any Form S-3 or the initiation or threatening of any proceeding for that purpose and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such Registrable Securities, in each case not later than the effective date of such registrationstop order should be issued.

Obligations of Parent. (a) Except as set forth in Sections 2 and 3, Parent shall (i) prepare and file with the SEC the registration statement in accordance with Section 2 hereof with respect to the Registrable Securities and shall use commercially reasonable its best efforts to cause such registration statement to become effective as promptly as practicable after filing and to keep the Registration Statement continuously such registration statement effective until two (2) years after the first anniversary of the effective date of the Registration Statement; provided, however, that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) of the Securities Act or (B) reflects facts or events representing a material or fundamental change in the information set forth in the Registration Statement, the incorporation by reference of information required to be included in (A) and (B) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the Registration StatementEffective Time; (ii) prepare and file with the SEC such amendments to such registration statement and amendments or supplements to such Registration Statement and the prospectus used in connection with such Registration Statement therewith as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered registered by such Registration Statementregistration statement until two (2) years after the Effective Time; (iii) furnish to the Holders each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus)) in conformity with the requirements of the Securities Act, and such other documents, as the Holders each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause such Registration Statement the registration statement to remain currenteffective; (iv) use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by such Registration Statement registration statement under the securities or "blue sky" sky laws of such jurisdictions as the Holders each Holder shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been qualified) unless Parent is already subject to service in such jurisdiction), and take do any and all actions other acts or things which may be reasonably necessary or advisable to enable the Holders each Holder to consummate the public sale or other disposition of the such Registrable Securities in such jurisdictions; (v) cause all notify each Holder upon the happening of any event as a result of which the prospectus included in such Registrable Securities registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be listed on each securities exchange stated therein or securities trading system (if any) on which similar securities issued by Parent are necessary to make the statements therein not misleading in light of the circumstances then listedexisting; (vi) as so long as such Registration Statement the registration statement remains effective, promptly prepare, file and furnish to the Holders each Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vii) furnish copies notify each Holder, promptly after it shall receive notice thereof, of prospectuses the date and time the registration statement and each post-effective amendment thereto has become effective or a supplement to any national securities exchange prospectus forming a part of such registration statement has been filed; (viii) notify each Holder promptly of any request by the SEC for the amendment or supplement of such registration statement or prospectus or for additional information; and (ix) advise each Holder, promptly after it shall receive notice or obtain knowledge thereof, 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 best efforts to prevent the issuance of any stop order or to obtain its withdrawal if anysuch stop order should be issued. In connection with any offering of Registrable Securities registered pursuant to this Declaration, Parent shall (x) upon which furnish each Holder, at Parent's expense, with unlegended certificates representing ownership of the Registrable Securities are listed being sold, in compliance with Rule 153 adopted pursuant to the Securities Act, or any similar rule such denominations as in effect from time to time, so as to enable all the Holders to rely on such Rule for sales of Registrable Securities through the facilities of such national securities exchange; each Holder shall request and (viiiy) provide a instruct the transfer agent and registrar for all of the Registrable Securities registered pursuant hereunder and a CUSIP number for all such to release any stop transfer orders with respect to the Registrable Securities, in each case not later than the effective date of such registrationSecurities being sold.

Obligations of Parent. (a) Except as set forth in Subject to the limitations of Sections 2 5 and 311, Parent shall (i) use commercially reasonable efforts to keep the Registration Statement continuously registration statement filed by Parent in accordance with Section 2 hereof effective until the earlier of (A) the first anniversary of the effective date Effective Time of the Registration Statement; providedMerger plus the sum of (x) the number of calendar days, howeverif any, the effectiveness of the registration statement is postponed pursuant to Section 3 and (y) the number of calendar days, if any, that Rule 415, or any successor rule under Parent suspends the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) Holder's use of the Securities Act prospectus pursuant to Section 5, or (B) reflects facts or events representing a material or fundamental change in such time as all Registrable Securities have been sold hereunder (the information set forth in the Registration Statement, the incorporation by reference earlier to occur of information required to be included in (A) and (B) above is referred to be contained in periodic reports filed pursuant to Section 13 or 15(d) of herein as the Exchange Act in the "Registration StatementPeriod"); (ii) ------------------- prepare and file with the SEC such amendments and supplements to such Registration Statement registration statement and the related prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by Registrable Securities proposed to be registered in such Registration Statementregistration statement; (iii) furnish to the Holders each Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus)) in conformity with the requirements of the Securities Act, and such other documents, as the Holders each Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while Parent shall be required under the provisions hereof to cause such Registration Statement the registration statement to remain current; and (iv) use its commercially reasonable efforts to register or qualify the shares of the Registrable Securities covered by such Registration Statement registration statement under the securities or "blue sky" sky laws of such jurisdictions as the Holders each Holder shall reasonably request (provided that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such jurisdiction where it has not been so qualified) unless Parent is already subject to service in such jurisdiction, and take all actions which may be reasonably necessary to enable the Holders to consummate the public sale or other disposition of the Registrable Securities in such jurisdictions; (v) cause all such Registrable Securities to be listed on each securities exchange or securities trading system (if any) on which similar securities issued by Parent are then listed; (vi) as long as such Registration Statement remains effective, promptly prepare, file and furnish to the Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (vii) furnish copies of prospectuses to any national securities exchange (if any) upon which the Registrable Securities are listed in compliance with Rule 153 adopted pursuant to the Securities Act, or any similar rule as in effect from time to time, so as to enable all the Holders to rely on such Rule for sales of Registrable Securities through the facilities of such national securities exchange; and (viii) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration).